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LF2018v.1. <br />5 <br />the Basic Servicesunlessnotified to proceed by County.If, after such suspension, <br />County determines Vendor isin breach and the breach may not be cured to County’s <br />satisfaction, County may terminate this Agreement andremove 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 Vendoreach bind themselves, their <br />successors, assigns and legal representatives to the terms of this Agreement. Neither the <br />County nor the Vendorshall 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 Vendoraffirms that Vendorand any <br />subcontractors of Vendorare 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 Vendorhas not been identified, and has not utilized the services of any <br />agent or subcontractoridentified, on the list created by the State Treasurer pursuant to <br />G.S. 147-86.58.By executing this Agreement Vendorcertifies that Vendorhas not been <br />identified, and has not utilized the services of any agent or subcontractoridentified, on <br />the list created by the State Treasurer pursuant to G.S. 147-86.81. <br />c.Non-Discrimination.Vendorshall 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 Policyand 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.)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 />OrangeCounty, 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.EntireAgreement.This Agreement represents the entire and integrated agreement <br />between the County and the Vendorand 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 />DocuSign Envelope ID: 55A0125F-341C-4CB9-A3C5-51209E575AD2