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DocuSign Envelope ID: 14822E92-6F4E-421E-9813-6CF42B281 B1 D <br /> d. Waiver. The payment of any sums by the County under this Agreement or the failure of <br /> the County to require compliance by the Provider with any provisions of this Agreement <br /> or the waiver by the County of any breach of this Agreement shall not constitute a waiver <br /> of any claim for damages by the County for any breach of this Agreement or a waiver of <br /> any other required compliance with this Agreement. <br /> e. Suspension. County may suspend the Basic Services and this Agreement at any time for <br /> County's convenience and without penalty to County upon three (3) days' notice to <br /> Provider. Upon any suspension by County, Provider shall discontinue the Basic Services <br /> and shall not resume the Basic Services until notified to proceed by County. <br /> 11. Additional Provisions <br /> a. Limitation and Assignment. The County and the Provider each bind themselves, their <br /> successors, assigns and legal representatives to the terms of this Agreement. Neither the <br /> County nor the Provider 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 of <br /> respective parties hereunder shall be governed by the laws of the State of North Carolina. <br /> c. Compliance with Laws. Provider shall at all times remain in compliance with all <br /> applicable local, state, and federal laws,rules, and regulations including but not limited to <br /> all state and federal anti-discrimination laws, policies, rules, and regulations and the <br /> Orange 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.oran ecounl nc. og v/departments/purchasing division/contracts.php.) Any <br /> violation of this requirement is a breach of this Agreement and County may immediately <br /> terminate this Agreement without further obligation on the part of the County. This <br /> paragraph is not intended to limit and does not limit the definition of breach to <br /> discrimination. By executing this Agreement Provider affirms that Provider and any <br /> subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter <br /> 64 of 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 or <br /> subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147- <br /> 86.58. By executing this Agreement Provider certifies that Provider has not been <br /> identified, and has not utilized the services of any agent or subcontractor identified, on the <br /> list created by the State Treasurer pursuant to G.S. 147-86.81. <br /> d. Dispute Resolution.Any and all suits or actions to enforce,interpret or seek damages with <br /> respect to any provision of, or the performance or non-performance of, this Agreement <br /> shall be brought in the General Court of Justice of North Carolina sitting in Orange <br /> 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 be <br /> initiated by either Party, however, the Parties may agree to nonbinding mediation of any <br /> dispute prior to the bringing of a suit or action. <br /> e. Entire Agreement. This Agreement, together with the RFP and its attachments and the <br /> Proposal and its attachments, represents the entire and integrated agreement between the <br /> Revised 11/19 6 <br />