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DocuSign Envelope ID: 70B14FB4 -AE32- 4116- 89EE- 5DA48DF2569C <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 />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 />C. Additional Provisions <br />I. 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. By executing this Agreement Provider affirms Provider is in <br />compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By <br />executing this Agreement Provider certifies that Provider has not been identified, and has <br />not utilized the services of any agent or subcontractor, on the list created by the State <br />Treasurer pursuant to G.S. 147- 86.58. By executing this Agreement Provider certifies <br />that Provider has not been identified, and has not utilized the services of any agent or <br />subcontractor identified on the list created by the State Treasurer pursuant to G.S. 147- <br />86.81. <br />4. Non - Discrimination. Provider shall at all times remain in compliance with all applicable <br />local, state, and federal laws, rules, and regulations including but not limited to all state <br />and federal non - discrimination laws, policies, rules, and regulations and the Orange <br />County Non - Discrimination Policy and Orange County Living Wage Policy (each policy <br />is incorporated herein by reference and may be viewed at <br />http.11www,orangecountyne.gov/ departments/ purchasing_division /contracts.php.) Any <br />violation of the Orange County Non - Discrimination Policy is a breach of this Agreement <br />Revised 06118 <br />