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FINAL-SYK (Med) Orange County (NC) Srvc Agmt (10-9-2020) 5 <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 /> <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 /> <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 /> <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 /> <br />11. Additional Provisions <br /> <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 /> <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 /> <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.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 definition <br />of breach to discrimination. <br /> <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 />DocuSign Envelope ID: 3D8BA8F5-B59B-4E32-9C3E-00EC358DB998