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Docusign Envelope ID : EF1EEE70-84lD4BBC-A429-CADADA6E1ED9 <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, 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 /> 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 /> 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 /> 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 /> 5 . 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. There are no third-party beneficiaries of this Agreement and <br /> nothing in this Agreement, express or implied, is intended to confer on any person other <br /> than the parties hereto (and their respective successors , heirs and permitted assigns) , any <br /> rights , remedies , or obligations . <br /> b . Governing Law. This Agreement and the duties , responsibilities , obligations and rights <br /> of respective parties hereunder shall be governed by the laws of the State of North <br /> Carolina. By executing this Agreement Provider affirms that Provider and any <br /> subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter <br /> Revised 01 / 24 <br /> 5 <br />