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DocuSign Envelope ID: C6F7BCA9-9E69-42C5-B5EE-FD39B8B2CEC5 <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. <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 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 /> C. Additional Provisions <br /> 1. 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. <br /> 2. Independent Contractor: The Provider is and shall be deemed to be an independent <br /> contractor in the performance of this contract and as such shall be wholly responsible for <br /> the work to be performed and for the supervision of its employees. The Provider <br /> represents that it has, or shall secure at its own expense, all personnel required in <br /> performing the services under this agreement. Such employees shall not be employees of, <br /> or have any individual contractual relationship with the County. <br /> 3. Governing Law. Both parties agree that this Agreement shall be governed by the laws of <br /> the State of North Carolina. Should either party initiate litigation to settle any dispute <br /> involving the terms of this Agreement such litigation shall be initiated in the General <br /> Court of Justice of North Carolina seated in Orange County, North Carolina. Provider <br /> shall at all times remain in compliance with all applicable local, state, and federal laws, <br /> rules, and regulations including but not limited to all anti-discrimination laws. Pursuant <br /> to the terms of North Carolina General Statute 153A-449(b) no county may enter into a <br /> contract with a contractor unless the contractor and the contractor's subcontractors <br /> comply with the requirements of Article 2 of Chapter 64 of the North Carolina General <br /> Statutes. Where applicable, failure to maintain compliance with the requirements of <br /> Article 2 of Chapter 64 of the General Statutes constitutes Provider's breach of this <br /> Agreement. By executing this Agreement Provider affirms Provider is in compliance <br /> with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this <br /> Agreement Provider certifies that Provider has not been identified, and has not utilized <br /> the services of any agent or subcontractor, on the list created by the State Treasurer <br /> pursuant to G.S. 147-86.58. <br /> 4. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages <br /> with respect to any provision of, or the performance or non-performance of, this <br /> Agreement shall be brought in the General Court of Justice of North Carolina sitting in <br /> Orange County,North Carolina. It is agreed by the parties that no other court shall have <br /> jurisdiction or venue with respect to such suits or actions. The Parties may agree to <br /> nonbinding mediation of any dispute prior to the bringing of such suit or action. <br /> Revised 06/16 <br /> 8 <br />