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Docusign Envelope ID : 2559C90D-4549-45D0-8554-7958990EE7B9 <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 I <br /> P <br /> o . Limitation and Assignment. The County and the Provider each bind themselves , g <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 /> i <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 e c�tync . o 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 /> i <br /> i <br /> Revised 01 / 24 6 <br /> i <br />