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ii. Should this Agreement be terminated, the Provider shall deliver to the Sheriff <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 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 three (3) 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 <br />the 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 <br />limited to all state and federal anti-discrimination laws, policies, rules, and regulations <br />and the Orange County Non-Discrimination Policy and Orange County Living Wage <br />Policy (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 <br />damages with respect to any provision of, or the performance or non-performance <br />of, this Agreement shall be brought in the General Court of Justice of North <br />Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no <br />other court shall have jurisdiction or venue with respect to such suits or actions. <br />Binding arbitration may not be initiated by either Party; however, the Parties may <br />agree to nonbinding mediation of any dispute prior to the bringing of such suit or <br />action. <br />DocuSign Envelope ID: D0B579D6-A92D-42F0-A266-44F353F9A34E