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Agreement are made impractical due to declarations of emergency by Orange County or <br /> by North Carolina due to events directly impacting Orange County . Both parties shall <br /> remain responsible for all payment and performance due up to the receipt of such notice , <br /> but shall have no further obligation or responsibility beyond that date provided the <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 : // vw . ora enttync . gov/departments/purchasing division/contracts . php . ) Any <br /> violation of this requirement is a breach of this Agreement and County may immediately <br /> Revised 04 / 23 6 <br />