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DocuSign Envelope ID: 478D75EO- COCO- 48C5- 9DBA- 89C36646B383 <br />the Basic Services unless notified to proceed by County. If, after such suspension, <br />County determines Vendor is in breach and the breach may not be cured to County's <br />satisfaction, County may terminate this Agreement and remove Vendor and its goods <br />and equipment from the Orange County Local Fest. <br />11. Additional Provisions <br />a. Limitation and Assignment. The County and the Vendor each bind themselves, their <br />successors, assigns and legal representatives to the terms of this Agreement. Neither the <br />County nor the Vendor shall assign or transfer its interest in this Agreement without the <br />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 Vendor affirms that Vendor and any <br />subcontractors of Vendor are and shall remain in compliance with Article 2 of Chapter <br />64 of the North Carolina General Statutes. By executing this Agreement Vendor <br />certifies that Vendor has not been identified, and has not utilized the services of any <br />agent or subcontractor identified, on the list created by the State Treasurer pursuant to <br />G. S. 147 - 86.58. By executing this Agreement Vendor certifies that Vendor has not been <br />identified, and has not utilized the services of any agent or subcontractor identified, on <br />the list created by the State Treasurer pursuant to G. S. 147 - 86.81. <br />c. Non - Discrimination. Vendor 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 non - 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.oran ecountync. og v /departments /purchasing division/contracts.php.) Any <br />violation of the Orange County Non - Discrimination Policy is a breach of this Agreement <br />and County may immediately terminate this Agreement without further obligation on the <br />part of the County. This paragraph is not intended to limit and does not limit the <br />definition of breach to discrimination. <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 have <br />jurisdiction or venue with respect to such suits or actions. Binding arbitration may not <br />be initiated by either party, however, the parties may agree to nonbinding mediation of <br />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 County and the Vendor and supersedes all prior negotiations, <br />representations or agreements, either written or oral. This Agreement may be amended <br />only by written instrument signed by both parties. Modifications may be evidenced by <br />facsimile signatures. <br />LF2018 v.1. <br />5 <br />