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DocuSign Envelope ID:96B910A7-1A6F-41C8-8873-FC9512F41139 <br /> for the services hereunder, any unused amount as of the date of cancellation shall be <br /> returned to the County on a pro-rata basis. <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, if applicable, 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 /> either party to require compliance by the other with any provisions of this Agreement or <br /> the waiver by either party of any breach of this Agreement shall not constitute a waiver of <br /> any claim for damages by such party for any breach of this Agreement or a waiver of any <br /> 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 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 <br /> has not been identified, and has not utilized the services of any agent or subcontractor <br /> identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. 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 identified, on the list created by the <br /> State Treasurer 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 <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.oran_eg cogpl nc._og v/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 definition <br /> of breach to discrimination. <br /> d. Dispute Resolution.Any and all suits or actions to enforce,interpret or seek damages with <br /> respect to any provision of, or the performance or non-performance of, this Agreement <br /> FINAL-SYK(Med)Orange County(NC)Srvc Agmt(10-9-2020) <br /> 5 <br />