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Rev 6/23 <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. <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 Services, to the extent permitted under <br />applicable law. <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 and Priority: Both parties agree that this Agreement shall be governed <br />by the laws of the State of North Carolina and Orange County. Provider shall at all <br />times remain in compliance with all applicable local, state, and federal laws, rules, and <br />regulations including but not limited to all state and federal anti-discrimination laws, <br />policies, rules, and regulations and the Orange County Non-Discrimination Policy and <br />Orange County Living Wage Policy (each policy is incorporated herein by reference and <br />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 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. 147-86.58. By executing this <br />Agreement Provider certifies that Provider has not been identified, and has not utilized <br />the services of any agent or subcontractor identified, on the list created by the State <br />Treasurer pursuant to G.S. 147-86.81. By executing this Agreement Provider affirms <br />Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North <br />Carolina General Statutes. In determining the basic services to be provided, should any <br />documents be referenced in or attached to this Agreement, the terms herein shall have <br />priority in any conflict between the terms of referenced documents and the terms of this <br />Agreement. <br />DocuSign Envelope ID: AC3FC88F-D497-4F0A-B96D-9CCC574BB74B