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the other Party notice at least one ( 1 ) year in advance of the end of the fiscal year <br /> that the Agreement is to terminate . <br /> 21 . This Agreement sets forth the entire understanding of the parties and supersedes <br /> any and all prior agreements , arrangements , and understandings related to the <br /> subject matter hereto . This Agreement may not be changed or terminated except in <br /> writing and as provided herein , and no notice shall be effective unless evidenced by <br /> a written instrument duly executed by the Party or Parties , hereto . <br /> 22 . Any notice required under this Agreement will be in writing , addressed to the <br /> appropriate party at its address identified on the signature page of this Agreement <br /> and delivered either in person , by email , by facsimile , by registered or certified mail , <br /> or by commercial courier service . All notices shall be effective upon the date of <br /> receipt . <br /> 23 . Any provision or part of this Agreement held to be void or unenforceable under any <br /> Laws or Regulations shall be deemed stricken and all remaining provisions shall <br /> continue to be valid and binding upon the Parties . The Parties agree that the <br /> Agreement shall be reformed to replace such stricken provision or part thereof with a <br /> valid and enforceable provision that comes as close as possible to expressing the <br /> intention of the stricken provision . <br /> 24 . That this Agreement shall be binding upon and inure to the benefit of the parties and <br /> their respective successors , legal representatives and assigns , but this Agreement <br /> may not be assigned by either party without prior written consent of the other party , <br /> which may be withheld in the sole discretion of a party . <br /> 25 . No act or failure to act by the County or the Fire Department shall constitute a waiver <br /> of any right or duty granted to the Parties by the terms of this Agreement . Nor shall <br /> any act or failure to act constitute any approval except as specifically agreed to in <br /> writing . <br /> 26 . This Agreement and the duties , responsibilities , obligations and rights of respective <br /> parties hereunder shall be governed by the laws of the State of North Carolina . By <br /> executing this Agreement Fire Department affirms that Fire Department is and shall <br /> remain in compliance with Article 2 of Chapter 64 of the North Carolina General <br /> Statutes . By executing this Agreement Fire Department certifies that Fire <br /> Department has not been identified , and has not utilized the services of any agent or <br /> subcontractor identified , on the list created by the State Treasurer pursuant to G . S . <br /> 147- 86 . 58 . By executing this Agreement Fire Department certifies that they have not <br /> 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 /> 27 . Fire Department shall at all times remain in compliance with all applicable local , <br /> state , and federal laws , rules , and regulations including but not limited to all state and <br /> federal non - discrimination laws , policies , rules , and regulations and the Orange <br /> County Non - Discrimination Policy and Orange County Living Wage Policy ( each <br /> 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 the Orange County Non - Discrimination Policy is a breach of this <br /> 8 <br />