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Revised 01/24 6 <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 />m.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.orangecountync.gov/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 />Docusign Envelope ID: 2559C90D-4549-45D0-8554-7958990EE7B9