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or personal property. II. TERM AND BUDGET — The term of this Contract shall commence on the Effective Date and, unless earlier terminated in accordance with the provisions of this Contract, shall continue in effect for a through December 31, 2025 (the `'Initial Term"). The services under this Contract are on as needed basis, as determined by Mayfield Village, and there is no obligation on Mayfield Village to procure any minimum amounts of services or to expend any minimum dollar amounts. III. INVOICING AND PAYMENTS — The County shall invoice Mayfield Village by the 15" of the month following the billing period. Mayfield Village shall pay such invoice Net30. IV. ON SITE VISITS — Mayfield Village shall be allowed to access, review, and discuss activities and records. Mayfield Village shall be allowed to interview and visit the facilities of the County upon request. V. ASSIGNABILITY — Work or services covered by this Contract may be subcontracted. The County shall provide sixty (60) days advance written notice of any subcontracting of the core services of housing, managing, or supervising of prisoners. The County will make the final decision regarding subcontracting. VI. LICENSURE — The County shall have the appropriate license(s) and/or certification(s) necessary to provide the services of this Contract. The County shall also immediately notify Mayfield Village of any change in licensure status affected by the certifying authority. VII. AMENDMENT — This Contract constitutes the entire agreement of the Parties in the subject matter hereof and may not be changed, modified, discharged, or extended, except by written agreement, executed by both the County and Mayfield Village. Mayfield Village agrees that no representation or warranties shall be binding upon the County unless expressed in writing herein or in a duly executed amendment hereof. VIII. TERMINATION A. For Cause: If Mayfield Village or the County breaches any terms for this Contract or if any of the certifications, representations, and warranties under this Contract turn out not to be true or cease to be true, the County or Mayfield Village shall have the right to immediately terminate this Contract by giving written notice of termination. B. For Convenience: This Contract may be terminated by the County or Mayfield Village upon sixty (60) days prior written notice. XIX. BREACH OF CONTRACT REMEDIES — Upon breach or default of any of the provisions, obligations or duties embodied in this Contract, the Parties may exercise any administrative, contractual, equitable, or legal remedies available, without limitation. The waiver of any occurrence of breach or default is not a waiver of subsequent occurrences, and the Parties retain the right to exercise all remedies hereinabove mentioned. If the County fails to perform an obligation or obligations under this Contract and thereafter such failure(s) is (are) waived by Mayfield Village, such waiver is limited to the particular failure(s) so waived and shall not be deemed to waive other failures hereunder. A waiver 4888-0814-7696, v. 1