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DocuSign Envelope ID:27C3F1A4-B27C-4BA8-99ED-AA998848F024 <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 /> 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. 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://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any <br /> violation of the Orange County Non-Discrimination Policy is a breach of this Agreement <br /> and County may immediately terminate this Agreement without further obligation on the <br /> part of the County. This paragraph is not intended to limit and does not limit the <br /> definition of breach to discrimination. <br /> Revised 06/19 <br /> 8 <br />