Orange County NC Website
Browse       Search
Docusign Envelope ID: FFF6ECOC-4725-4086-B68A-BC5F9FDE53E6 <br /> 6 <br /> perform the services required by the Amendment only after receiving a fully executed <br /> Amendment from the County. <br /> 10. Termination <br /> a. Termination for Convenience of the County. This Agreement may be terminated with or <br /> without cause or for convenience by either party upon seven (7) days' prior written notice to <br /> the other party. <br /> b. Other Termination. Each party acknowledges and agrees to give the other party written notice <br /> of not less than seven(7) days prior to termination of this Agreement, and in the event of a <br /> termination for breach of the Agreement terms, each party shall have a period of not less than <br /> fifteen(15)business days to remedy any breach,which may be extended by the mutual and <br /> written agreement of both parties. Either party may terminate this Agreement upon notice to <br /> the other party that obligations pursuant to this Agreement are made impractical due to <br /> declarations of emergency by Orange County or by North Carolina due to events directly <br /> impacting Orange County. Both parties shall remain responsible for all payment and <br /> performance due up to the receipt of such notice, but shall have no further obligation or <br /> responsibility beyond that date provided the terminating party has taken all reasonable steps <br /> to complete the performance of its obligations. <br /> c. Compensation After Termination. <br /> i) In the event of termination,the Provider shall be paid that portion of the fees and expenses <br /> that it has earned to the date of termination, less any costs or expenses reasonably incurred <br /> or anticipated to be incurred by the County as a direct result of the errors or omissions of <br /> the Provider. Upon request of the County, the Provider shall submit to County, to the <br /> extent not of a confidential or proprietary nature, all relevant documentation, including but <br /> not limited to,job cost records, to support its claims for final compensation. <br /> ii) Should this Agreement be terminated, the Provider shall deliver to the County within <br /> seven(7)days, at no additional cost, all deliverables including any electronic data or files <br /> relating to the Project. <br /> d. Waiver. The payment of any sums by the County under this Agreement or the failure of the <br /> County to require compliance by the Provider with any provisions of this Agreement or the <br /> waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim <br /> for damages by the County for any breach of this Agreement or a waiver of any other required <br /> compliance with this Agreement. <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' written notice to <br /> Provider. Upon any suspension by County pursuant to the terms herein, Provider shall <br /> discontinue work on the Basic Services for a period not to exceed thirty (30) days except as <br /> may be agreed by the parties in writing and shall not resume the Basic Services until notified <br /> to proceed by County. <br /> ARPA Sourced 01/22 FINAL <br />