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DocuSign Envelope ID:01961751-14B1-4AFD-A8E3-C1BDFC2941A3 <br /> b. Other Termination. The Provider may terminate this Agreement based upon the County's <br /> material breach of this Agreement;provided,the County has not taken all reasonable actions <br /> to remedy the breach. The Provider shall give the County seven(7)days'prior written notice <br /> of its intent to terminate this Agreement for cause. <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 the <br /> Provider. <br /> ii) Should this Agreement be terminated, the Provider shall deliver to the County within <br /> seven (7) days, at no additional cost, all deliverables including any electronic data or <br /> files relating to the Project. <br /> d. Waiver. The payment of any sums by the County under this Agreement or the failure of the <br /> County to require compliance by the Provider with any provisions of this Agreement or the <br /> waiver by the County of any breach of this Agreement shall not constitute a waiver of any <br /> claim for damages by the County for any breach of this Agreement or a waiver of any other <br /> 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 Provider. <br /> Upon any suspension by County, Provider shall discontinue work on the Basic Services and <br /> shall not resume the Basic Services until notified to proceed by County. <br /> 11. Additional Provisions <br /> a. 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 /> b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of <br /> respective parties hereunder shall be governed by the laws of the State of North Carolina. <br /> By executing this Agreement Provider affirms that Provider and any subcontractors of <br /> Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North <br /> Carolina General Statutes. By executing this Agreement Provider certifies that Provider has <br /> not 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 the <br /> services of any agent or subcontractor identified, on the list created by the State Treasurer <br /> pursuant to G.S. 147-86.81. <br /> c. 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 and <br /> federal non-discrimination laws,policies,rules,and regulations and the Orange County Non- <br /> Discrimination Policy and Orange County Living Wage Policy(each policy is incorporated <br /> herein by reference and may be viewed at <br /> http://www.oran eg countync. og v/departments/purchasing division/contracts.php.) Any <br /> 5 <br />