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91 <br /> In the event that (1) the Implementing Party is not able or fails to provide a Project(s) as <br /> required by the Agreement; or (2) GoTriangle is not able or fails to provide funding for a <br /> Project(s) as required by the Agreement; or (3) Parties to this Agreement fail to fulfill <br /> responsibilities and duties as set out in the Governance ILA; or (4) any Party fails to fulfill <br /> a responsibility or duty of this Agreement; or (5) any Party withdraws from the <br /> Comprehensive Participation Agreement (separately each a "breach"), any Party to this <br /> Agreement shall notify the SWG Administrator to the SWG Committee and the other <br /> Parties to this Agreement. The Non-breaching Party may place the item on a SWG agenda <br /> for discussion and a non-binding recommendation to the Parties. <br /> The Non-breaching Party may provide the Breaching Party with a period of time to cure <br /> the breach to the reasonable satisfaction of the Non-breaching Party. If the breach is not <br /> timely cured, or cannot be cured, the Non-breaching Party may (1) elect to terminate this <br /> Agreement in full; or(2)elect to terminate this Agreement only as to one or more Projects <br /> listed in Exhibit A. In the event of breach of this Agreement, the Parties shall be entitled <br /> to such legal or equitable remedy as may be available, including specific performance. <br /> In the event the Agreement is terminated for any reason other than by the end of the Term <br /> of the Agreement: <br /> (a) The Implementing Party shall not be required to continue implementing the Projects <br /> but may elect to continue implementing the Projects using funds from sources <br /> other than the Orange Transit Tax. <br /> (b) The Implementing Party shall have sixty (60) days after the date of termination to <br /> submit all Reimbursement Requests. <br /> (c) The Implementing Party shall report the project status. <br /> 10. Record Retention: <br /> All Parties must adhere to record retention guidelines as set forth in North Carolina <br /> General Statutes or federal guidelines as appropriate. <br /> 11. Notices: <br /> Any notice given pursuant to this Agreement shall be deemed given if delivered by <br /> hand or if deposited in the United States Mail, postage paid, certified mail, return receipt <br /> requested and addressed as follows: <br /> If to GoTriangle: <br /> GoTriangle <br /> Attn: President and CEO 4600 <br /> Emperor Blvd, Suite 100 <br /> Orange, NC 27703 <br /> And with a copy to: <br /> 7 <br /> Global Operating Agreement for Transit Capital Infrastructure <br /> Orange County, FY2025 <br /> Contract#YY-XXX <br />