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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, within a <br />reasonable period of time. <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. There are no third-party beneficiaries of <br />this Agreement and nothing in this Agreement, express or implied, is intended to <br />confer on any person other than the parties hereto (and their respective successors, <br />heirs, and permitted assigns), any rights, remedies, or obligations. <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 and any <br />subcontractors are and shall remain in compliance with Article 2 of Chapter 64 of <br />the North Carolina General Statutes. By executing this Agreement, Provider certifies <br />that Provider has not been identified, and has not utilized the services of any agent <br />or subcontractor identified, on the list created by the State Treasurer pursuant to <br />G.S. 147-86.58. By executing this Agreement, Provider certifies that Provider has <br />not been identified, and has not utilized the services of any agent or subcontractor <br />identified, on the list created by 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. This paragraph is not intended to limit and does not limit the definition of <br />breach to discrimination. <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 />Docusign Envelope ID: 799D48D0-E63D-4017-AEF9-83B340A4C713