Orange County NC Website
Browse       Search
b.Other Termination. The Provider may terminate this Agreement based upon the County's material breach of <br />this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider <br />shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. <br />Either party may 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 by North Carolina due <br />to events directly 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 responsibility beyond <br />that date provided the 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 expenses that it has earned <br />to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County <br />due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County <br />all relevant documentation, including but not limited to, job cost records, to support its claims for final <br />compensation. <br />ii)Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no <br />additional cost, all deliverables including any 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 the County to require <br />compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of <br />this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this <br />Agreement or a 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 County’s convenience <br />and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider <br />shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by <br />County. <br />11.Additional Provisions <br />a.Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and <br />legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer <br />its interest in this Agreement without the written consent of the other. There are no third-party beneficiaries of <br />this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than <br />the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or <br />obligations. <br />b.Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties <br />hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider <br />affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of <br />Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that <br />Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on <br />the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider <br />certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor <br />identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. <br />c.Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal <br />laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, <br />rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage <br />Docusign Envelope ID: 2EFF50EF-3BF5-8C99-8339-765A7C3D837E