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Revised 01/24 <br />5 <br />actions to remedy the breach. The Provider shall give the County seven (7) days' prior <br />written notice of its intent to terminate this Agreement for cause. Either party may <br />terminate this Agreement upon notice to the other party that obligations pursuant to this <br />Agreement are made impractical due to declarations of emergency by Orange County or <br />by North Carolina due to events directly impacting Orange County. Both parties shall <br />remain responsible for all payment and performance due up to the receipt of such notice, <br />but shall have no further obligation or responsibility beyond that date provided the <br />terminating party has taken all reasonable steps to complete the performance of its <br />obligations. <br /> <br />c. Compensation After Termination. <br /> <br />i) In the event of termination, the Provider shall be paid that portion of the fees and <br />expenses that it has earned to the date of termination, less any costs or expenses <br />incurred or anticipated to be incurred by the County due to errors or omissions of <br />the Provider. Upon request of the County, the Provider shall submit to County all <br />relevant documentation, including but not limited to, job cost records, to support <br />its claims for final compensation. <br /> <br />ii) Should this Agreement be terminated, the Provider shall deliver to the County <br />within seven (7) days, at no additional cost, all deliverables including any <br />electronic data or files relating to the Project. <br /> <br />d. Waiver. The payment of any sums by the County under this Agreement or the failure of <br />the County to require compliance by the Provider with any provisions of this Agreement <br />or the waiver by the County of any breach of this Agreement shall not constitute a <br />waiver of any claim for damages by the County for any breach of this Agreement or a <br />waiver of any other required compliance with this Agreement. <br /> <br />e. Suspension. County may suspend the Basic Services and this Agreement at any time for <br />County’s convenience and without penalty to County upon three (3) days’ notice to <br />Provider. Upon any suspension by County, Provider shall discontinue work on the Basic <br />Services and shall not resume the Basic Services until notified to proceed by County. <br />Such suspension may only be exercised for emergencies, as determined solely by the <br />County, and shall not exceed thirty (30) days. <br /> <br />11. Additional Provisions <br /> <br />a. Limitation and Assignment. The County and the Provider each bind themselves, their <br />successors, assigns and legal representatives to the terms of this Agreement. Neither <br />Party shall assign this Agreement, or their rights and obligations therein, in whole or in <br />part to any third party without the prior written consent of the other Party; provided, <br />however, either Party may assign this Agreement without such consent to any subsidiary <br />or parent company of such Party or to any successor by way of any merger, <br />consolidation or other corporate reorganization of such Party or sale of all or <br />substantially all of the assets of such Party or to an entity that assumes, by sale, license <br />or otherwise, the business activities that are the subject of this Agreement, provided that <br />such subsidiary or parent company or successor assumes or is otherwise fully bound by <br />all of the obligations of the assigning Party under this Agreement. <br />Docusign Envelope ID: 9B6E7004-503D-4AF5-8B2A-119FA428AAEC