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i) In the event of termination, the Provider shall be paid that portion of the fees and <br /> it has earned to the date of termination, less any costs or expenses expenses that <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 Services, to the extent permitted under <br /> applicable law . <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 /> 11 . Additional Provisions <br /> a . Limitation and AssigliMent , 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 /> b . Governing Law and Priority : Both parties agree that this Agreement shall be governed <br /> by the laws of the State of North Carolina and Orange County . Provider shall at all <br /> times remain in compliance with all applicable local , state , and federal laws , rules , and <br /> regulations including but not limited to all state and federal anti - discrimination laws , <br /> policies , rules , and regulations and the Orange County Non- Discrimination Policy and <br /> Orange County Living Wage Policy ( each policy is incorporated herein by reference and <br /> may be viewed at <br /> sn h ) AnyhM2 : //www . oran ecounlyne . ov/departments/purchasing®divii p <br /> violation of this requirement is a breach of this Agreement and County may immediately <br /> terminate this Agreement without further obligation on the part of the County . This <br /> paragraph is not intended to limit and does not limit the definition of breach to <br /> discrimination . By executing this Agreement Provider certifies that Provider has not <br /> been identified, and has not utilized the services of any agent or subcontractor identified , <br /> on the list created by the State Treasurer pursuant to G . S . 147 - 86 . 58 . 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 identified, on the list created by the State <br /> Treasurer pursuant to G . S . 147 - 86 . 81 . By executing this Agreement Provider affirms <br /> Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North <br /> Carolina General Statutes . In determining the basic services to be provided , should any <br /> documents be referenced in or attached to this Agreement , the terms herein shall have <br /> priority in any conflict between the terms of referenced documents and the terms of this <br /> Agreement . <br /> Rev 6/ 19 <br />