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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 rights <br />of respective parties hereunder shall be governed by the laws of the State of North <br />Carolina. By executing this Agreement, Provider affirms Provider is and shall remain in <br />compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By <br />executing this Agreement, Provider certifies that Provider has not been identified, and <br />has not utilized the services of any agent or subcontractor identified, on the list created <br />by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement, <br />Provider certifies that Provider has not been identified, and has not utilized the services <br />of any agent or subcontractor identified, on the list created by the State Treasurer <br />pursuant to G.S. 147-86.81. <br />c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable <br />local, state, and federal laws, rules, and regulations including but not limited to all state <br />and federal anti-discrimination laws, policies, rules, and regulations and the Orange <br />County Non-Discrimination Policy and Orange County Living Wage Policy (each policy <br />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 in <br />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 may <br />not be initiated by either Party; however, the Parties may agree to nonbinding mediation <br />of any dispute prior to the bringing of such suit or action. <br />e. Entire Agreement. This Agreement represents the entire and integrated agreement <br />between the Sheriff and the Provider and supersedes all prior negotiations, <br />representation, or agreements, either written or oral. This Agreement may be amended <br />only by written instrument signed by both parties. Modifications may be evidence by <br />facsimile signatures. <br />f. Severability. If any provision of this Agreement is held as a matter of law to be <br />unenforceable, the remainder of the Agreement shall be valid and binding upon the <br />Parties. <br />g. Ownership of Work Product. Should Provider’s performance of this Agreement <br />generate documents, items, or things that are specific to this Project, such documents, <br />items, or things shall become the property of the Sheriff and may be used on any other <br />project without additional compensation to the Provider. The use of the documents, <br />DocuSign Envelope ID: ADE03713-90A3-48FF-817B-A7286E2D5F08