Orange County NC Website
d.Waiver. The payment of any sums by the Sheriff under this Agreement or the failure <br />of the Sheriff to require compliance by the Sheriff with any provisions of this <br />Agreement or the waiver by the Sheriff of any breach of this Agreement shall not <br />constitute a waiver of any claim for damages by the Sheriff for any breach of this <br />Agreement or a waiver of any other required compliance with this Agreement. <br />e.Suspension. The Sheriff may suspend the Basic Services and this Agreement at any <br />time for the Sheriff’s convenience and without penalty to Sheriff upon ten (10) days’ <br />notice to Provider. Upon any suspension by the Sheriff, Provider shall discontinue <br />work on the Basic Services until notified to proceed by the Sheriff. <br />11.Additional Provisions <br />a.Limitation and Assignment. The Sheriff and the Provider each bind themselves, their <br />successors, assigns, and legal representatives to the terms of this Agreement. Neither <br />the Sheriff nor the Provider shall assign or transfer its interest in this Agreement <br />without the written consent of the other. <br />b.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. By executing this Agreement, Provider affirms Provider is and shall <br />remain in compliance with Article 2 of Chapter 64 of the North Carolina General <br />Statutes. By executing this Agreement, Provider certifies that Provider has not been <br />identified, and has not utilized the services of any agent or subcontractor identified, <br />on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing <br />this Agreement, Provider certifies that Provider has not been identified, and has not <br />utilized the services of any agent or subcontractor identified, on the list created by the <br />State Treasurer pursuant to G.S. 147-86.81. <br />c.Non-Discrimination. 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 policy is incorporated herein by 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 the Sheriff may <br />immediately terminate this Agreement without further obligation on the part of the <br />Sheriff. <br />d.Dispute Resolution. Any and all suits or actions to enforce, interpret, or seek damages <br />with respect to any provision of, or the performance or non-performance of, this <br />Agreement shall be brought in the General Court of Justice of North Carolina sitting <br />in Orange County, North Carolina. It is agreed by the parties that no other court shall <br />have jurisdiction or venue with respect to such suits or actions. Binding arbitration <br />may not be initiated by either Party; however, the Parties may agree to nonbinding <br />mediation of any dispute prior to the bringing of such suit or action. <br />e.Entire Agreement. This Agreement, along with the Exhibits referenced herein and <br />incorporated by reference, represents the entire and integrated agreement between the <br />Sheriff and the Provider and supersedes all prior negotiations, representation, or <br />agreements, either written or oral. This Agreement may be amended only by written <br />DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20