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Docusign Envelope ID : E06C8DFC-E462-4194-9F76-3BFA98E55192 <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 the Basic <br /> Services and shall not resume the Basic Services until notified to proceed by County . <br /> 11 . Additional Provisions <br /> i <br /> i <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 f <br /> than the parties hereto (and their respective successors , heirs and permitted assigns), any i <br /> rights , remedies , or obligations . <br /> i <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 t <br /> Carolina . <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 <br /> to 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 <br /> (each Orange County policy is incorporated herein by reference and may be viewed at <br /> http : //www . oran eg counter og v/departments/purchasing division/contracts . php . ) Any <br /> violation of this requirement is a breach of this Agreement and County may immediately <br /> tenninate this Agreement without further obligation on the part of the County . This <br /> paragraph is not intended to limit and does not limit the definition of breach to <br /> discrimination . 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 E <br /> a <br /> Revised 01 / 24 6 i <br />