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11 <br /> 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 />