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Revised 04/23 <br />6 <br />due up to the receipt of such notice, but shall have no further obligation or responsibility <br />beyond that date provided the terminating party has taken reasonable steps to complete <br />the performance of its 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 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. County agrees that Provider’s total liability to County for <br />any and all damages whatsoever arising out of, or in any way related to, this Agreement <br />from any cause, including but not limited to negligence, errors, omissions, strict liability, <br />breach of contract, or breach of warranty will not, in the aggregate, exceed the amount <br />paid pursuant to this Agreement. <br />In no event will Provider be liable for indirect, special, incidental, economic, <br />consequential or punitive damages, including but not limited to lost revenue, lost profits, <br />replacement goods, loss of technology rights or services, loss of data, or interruption or <br />loss of use of software or any portion thereof regardless of the legal theory under which <br />such damages are sought even if Provider has been advised of the likelihood of such <br />damages, and notwithstanding any failure of essential purpose of any limited remedy. <br />Any claim by County against Provider relating to this Agreement must be made in <br />writing and presented to Provider within one (1) year after the date on which Provider <br />completes performance of the services specified in this Agreement. <br />DocuSign Envelope ID: 63E8AFC2-6818-4EB5-A9FB-757FB6CF8B11