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Docusign Envelope ID : A7FBE415-E249-472F-8188-8BBE96FOFF01 <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 /> Revised 01 / 24 Granicus 2025 <br /> 5 <br />