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<br /> <br />a. Termination for Convenience of the County. This Agreement may be terminated without cause by <br />the County and for its convenience upon seven (7) days prior written notice to the Provider. <br /> <br />b. Other Termination. The Provider may terminate this Agreement based upon the County's material <br />breach of this Agreement; provided, the County has not taken all reasonable actions to rem edy the <br />breach. The Provider shall give the County seven (7) days' prior written notice of its intent to <br />terminate this Agreement for cause. <br /> <br />c. Compensation After Termination. <br /> <br />i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it <br />has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred <br />by the County due to errors or omissions of the Provider. <br /> <br />ii) Should this Agreement be terminated, the Provider shall de liver to the County within seven (7) <br />days, at no additional cost, all deliverables including any electronic data or files relating to the <br />Project. <br /> <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 waiver <br />by the County of any breach of this Agreement shall not constitute a waiver of any claim for <br />damages by the County for any breach of this Agreement or a waiver of any other r equired <br />compliance with this Agreement. <br /> <br />e. Suspension. County may suspend the Services at any time for County’s convenience and without <br />penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider <br />shall discontinue the work and shall not resume the work until notified to proceed by County. <br /> <br />11. Additional Provisions <br /> <br />a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, <br />assigns, and legal representatives to the terms of this Agreement. Neither the County nor the Provider <br />shall assign or transfer its interest in this Agreement without the written consent of the other. <br /> <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. By <br />executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and <br />shall remain in compliance with Article 2 of Chapter 64 of the North Caroli na General Statutes. By <br />executing this Agreement Provider certifies that Provider has not been identified, and has not utilized <br />the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. <br />147-86.58. <br /> <br />c. Non-Discrimination and Living Wage. Provider shall at all times remain in compliance with all <br />applicable local, state, and federal laws, rules, and regulations. Provider shall at <br />Revised 2/17 6 <br /> <br />DocuSign Envelope ID: 263713C2-C652-4F0D-A49E-D7FE86601625DocuSign Envelope ID: 1E7F5B77-9E4B-45B4-AC2D-D395CD0EEC14