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notice to Provider. Upon any suspension by County, Provider shall discontinue <br />work on the Basic Services and shall not resume the Basic Services until notified <br />to proceed by County. <br /> <br />11. Additional Provisions <br /> <br />a. Limitation and Assignment. The County and the Provider each bind themselves, <br />their successors, assigns and legal representatives to the terms of this Agreement. <br />Neither the County nor the Provider shall assign or transfer its interest in this <br />Agreement without the written consent of the other. There are no third-party <br />beneficiaries of this Agreement and nothing in this Agreement, express or implied, is <br />intended to confer on any person other than the parties hereto (and their respective <br />successors, heirs and permitted assigns), any rights, remedies, or obligations. <br /> <br />b. Governing Law. This Agreement and the duties, responsibilities, obligations and <br />rights of respective parties hereunder shall be governed by the laws of the State of <br />North Carolina. By executing this Agreement Provider affirms that Provider and any <br />subcontractors of Provider are and shall remain in compliance with Article 2 of <br />Chapter 64 of the North Carolina General Statutes. By executing this Agreement <br />Provider certifies that Provider has not been identified, and has not utilized the <br />services of any agent or subcontractor identified, on the list created by the State <br />Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider <br />certifies that Provider has not been identified, and has not utilized the services of any <br />agent or subcontractor identified, on the list created by the State Treasurer pursuant to <br />G.S. 147-86.81. <br /> <br />c. Non-Discrimination. Provider shall at all times remain in compliance with all <br />applicable local, state, and federal laws, rules, and regulations including but not limited <br />to all state and federal non-discrimination laws, policies, rules, and regulations and the <br />Orange County Non-Discrimination Policy and Orange County Living Wage Policy <br />(each Orange County 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 />Agreement and County may immediately terminate this Agreement without further <br />obligation on the part of the County. This paragraph is not intended to limit and does <br />not limit the definition of breach to discrimination. <br /> <br />d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek <br />damages with respect to any provision of, or the performance or non-performance of, <br />this Agreement shall be brought in the General Court of Justice of North Carolina <br />sitting in Orange County, North Carolina. It is agreed by the parties that no other court <br />shall have jurisdiction or venue with respect to such suits or actions. Binding <br />arbitration may not be initiated by either Party, however, the Parties may agree to <br />nonbinding mediation of any dispute prior to the bringing of such suit or action. <br /> <br />e. Entire Agreement. This Agreement represents the entire and integrated <br />agreement between the County and the Provider and supersedes all prior negotiations, <br />representations or agreements, either written or oral. This Agreement may be <br />amended only by written instrument signed by both parties. Modifications m ay be <br />Docusign Envelope ID: A74131D5-6B10-43C1-9499-45040399B400