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Revised 01/24 6 <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 its <br />claims for final compensation. <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 />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. <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 /> <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 and 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 />Docusign Envelope ID: 2AE091DA-4ECA-480A-9788-25C1D93FC986