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Revised 06/21 5 <br />declarations of emergency by Orange County or by North Carolina due to events directly <br />impacting Orange County. Both parties shall remain responsible for all payment and <br />performance due up to the receipt of such notice, but shall have no further obligation or <br />responsibility beyond that date provided the terminating party has taken all reasonable <br />steps to complete the performance of its obligations. <br />c.Compensation After Termination. <br />i)In the event of termination, the Provider shall be paid County’s share of <br />outstanding costs as defined in any applicable approved budgets and/or cost <br />sharing agreements. Upon request of the County, the Provider shall submit to <br />County all relevant documentation, including but not limited to, job cost records, <br />to support its claims for final compensation. <br />ii)Should this Agreement be terminated, the Provider shall deliver to the County <br />within six (6) months of notice of termination, at no additional cost, all <br />deliverables including any 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 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 <br />of respective parties hereunder shall be governed by the laws of the State of North <br />Carolina. 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 />64 of the North Carolina General Statutes. By executing this Agreement Provider <br />certifies that Provider has not been identified, and has not utilized the services of any <br />agent or subcontractor identified, on the list created by the State Treasurer pursuant to <br />G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not <br />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. 147-86.81. <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 />DocuSign Envelope ID: 88B9E21B-0F94-463F-8912-8C7669E89A14