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6 Revised 01/24 <br />emergency by Orange County, the Town of Chapel Hill, or by North Carolina due to <br />events directly impacting Orange County or the Town of Chapel Hill. Both parties shall <br />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 /> <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, less any costs or expenses <br />incurred or anticipated to be incurred by the County or Town due to errors or <br />omissions of the Provider. Upon request of the County and Town, the Provider <br />shall submit to County and Town all relevant documentation, including but not <br />limited to job cost records, to support its claims for final compensation. <br />ii) Should this Agreement be terminated, the Provider shall deliver to the County and <br />Town within seven (7) days, at no additional cost, all deliverables, including any <br />electronic data 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 and Town to require compliance by the Provider with any provisions of this <br />Agreement or the waiver by the County and Town of any breach of this Agreement shall <br />not constitute a waiver of any claim for damages by the County or Town for any breach <br />of this Agreement or a waiver of any other required compliance with this Agreement. <br /> <br />e. Suspension. County and/or Town may suspend the Basic Services and this Agreement at <br />any time for County’s and/or Town’s convenience and without penalty to County and/or <br />Town upon three (3) days’ notice to Provider. Upon any suspension by County and/or <br />Town, Provider shall discontinue the Basic Services and shall not resume the Basic <br />Services until notified to proceed by County and Town. <br /> <br />11. Additional Provisions <br /> <br />a. Limitation and Assignment. The County, Town, and the Provider each bind themselves, <br />their successors, assigns and legal representatives to the terms of this Agreement. Neither <br />the County, Town, nor the Provider shall assign or transfer its interest in this Agreement <br />without the written consent of the other. There are no third-party beneficiaries of this <br />Agreement and nothing in this Agreement, express or implied, is intended to confer on <br />any person other than the parties hereto (and their respective successors, heirs and <br />permitted assigns), any 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 and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any <br />Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77