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Revised 01/24 Granicus 2025 <br />5 <br />shall proceed to perform the Services required by the Amendment only after receiving a <br />fully executed Amendment from the County. <br />10.Termination <br />a.Termination for Convenience of the County. This Agreement may be terminated without <br />cause by the County and for its convenience upon ninety (90) days’ prior written notice to <br />the Provider. <br />b.Other Termination. The Provider may terminate this Agreement based upon the County's <br />material breach of this Agreement; provided, the County has not taken all reasonable <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 />c.Compensation After Termination. <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. Upon request of the County, <br />the Provider shall submit to County all relevant documentation, including but not <br />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 <br />within seven (7) days, at no additional cost, all deliverables including any electronic <br />data or files relating to the Project. <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 waiver <br />of any claim for damages by the County for any breach of this Agreement or a waiver of <br />any other required 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 thirty (30) 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 />11.Additional Provisions <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 the <br />County nor the Provider shall assign or transfer its interest in this Agreement without the <br />written consent of the other (such consent not to be unreasonably withheld). <br />6