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29 <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 /> 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 /> in. Waiver. The payment of any sums by the County under this Agreement or the <br /> failure of the County to require compliance by the Provider with any provisions of <br /> this Agreement or the waiver by the County of any breach of this Agreement shall <br /> not constitute a waiver of any claim for damages by the County for any breach of <br /> this Agreement or a waiver of any other required compliance with this Agreement. <br /> n. Suspension. County may suspend the Basic Services and this Agreement at any <br /> time for County's convenience and without penalty to County upon three (3) days' <br /> notice to Provider. Upon any suspension by County,Provider shall discontinue the <br /> Basic Services and shall not resume the Basic Services until notified to proceed by <br /> County. <br /> 11 . Additional Provisions <br /> o. Limitation and Assignment. The County and the Provider each bind themselves, <br /> their successors, assigns and legal representatives to the terms of this Agreement. <br /> Neither the County nor the Provider shall assign or transfer its interest in this <br /> Agreement without the written consent of the other. There are no third-party <br /> beneficiaries of this Agreement and nothing in this Agreement, express or implied, <br /> is intended to confer on any person other than the parties hereto (and their <br /> respective successors, heirs and permitted assigns), any rights, remedies, or <br /> obligations. <br /> p. Governing Law. This Agreement and the duties, responsibilities, obligations and <br /> rights of respective parties hereunder shall be governed by the laws of the State of <br /> North Carolina. <br /> q. 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 <br /> limited to all state and federal anti-discrimination laws, policies, rules, and <br /> regulations and the Orange County Non-Discrimination Policy and Orange County <br /> Living Wage Policy (each Orange County policy is incorporated herein by <br /> reference and may be viewed at <br /> http://www.oran eg cogMnc. og v/departments/purchasing division/contracts.php.) <br /> Any violation of this requirement is a breach of this Agreement and County may <br /> immediately terminate this Agreement without further obligation on the part of the <br /> County. This paragraph is not intended to limit and does not limit the definition of <br /> breach to discrimination. By executing this Agreement Provider affirms that <br /> Revised 01/24 6 <br />