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Should this Agreement be terminated, the Provider shall deliver to the County within <br /> seven (7) days , at no additional cost, all deliverables including any electronic data <br /> or files relating to the Project . <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 . // w. or gecountync . 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 identif ed, 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 /> Revised 04 / 23 6 <br />