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Revised 01/24 6 <br /> <br />c. Compensation After Termination. <br /> <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 /> <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 /> <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 /> <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 /> <br />11. Additional Provisions <br /> <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 /> <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 /> <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 />Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00