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8 <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. Upon request of the County, <br /> the Provider shall submit to County all relevant documentation, including but not <br /> limited to,job cost records, to support its claims for final compensation. (Rev. 5-6- <br /> 25) <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 any electronic data <br /> 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 waiver <br /> of any claim for damages by the County for any breach of this Agreement or a waiver of <br /> any other required compliance with this Agreement. The failure of the Provider to require <br /> compliance by the County with any provisions of this Agreement or the waiver by the <br /> Provider of any breach of this Agreement shall not constitute a waiver of any claim for <br /> damages by Provider for any breach of this Agreement or a waiver of any other required <br /> compliance with this Agreement. (Rev. 5-6-25) <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 Services <br /> 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. There are no third-party beneficiaries of this Agreement and <br /> nothing in this Agreement, express or implied, is intended to confer on any person other <br /> than the parties hereto (and their respective successors, heirs and permitted assigns), any <br /> rights, remedies, or obligations. <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 /> 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 to <br /> 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(each <br /> Orange County policy is incorporated herein by reference) Any violation of this <br /> requirement is a breach of this Agreement and County may immediately terminate this <br /> Agreement without further obligation on the part of the County. This paragraph is not <br /> intended to limit and does not limit the definition of breach to discrimination. By <br /> Revised 01/24 6 <br />