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Revised 07/20 6 <br />terminating party has taken all reasonable steps to complete the performance of its <br />obligations. <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 <br />the Provider. Upon request of the County, the Provider shall submit to County all <br />relevant documentation, including but not limited to, job cost records, to support <br />its claims for final compensation. <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 <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 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 <br />of respective parties hereunder shall be governed by the laws of the State of North <br />Carolina. <br />c.Compliance with Laws. Provider shall at all times remain in compliance with all <br />applicable local, state, and federal laws, rules, and regulations including but not limited <br />to all state and federal anti-discrimination laws, policies, rules, and regulations and the <br />Orange County Non-Discrimination Policy and Orange County Living Wage Policy <br />(each policy is incorporated herein by reference and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any <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 affirms that Provider and any <br />subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter <br />DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269