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remain responsible for all payment and performance due up to the receipt of such notice , <br /> but shall have no further obligation or responsibility beyond that date provided the <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 <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 . 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 <br /> of respective parties hereunder shall be governed by the laws of the State of North <br /> Carolina. By executing this Agreement Provider affirms that Provider and any <br /> subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter <br /> 64 of the North Carolina General Statutes . By executing this Agreement Provider <br /> certifies that Provider has not been identified, and has not utilized the services of any <br /> agent or subcontractor identified , on the list created by the State Treasurer pursuant to <br /> G . S . 147 - 86 . 58 . 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 . 14746 . 81 . <br /> Revised 01 / 24 <br /> 5 <br />