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8 <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. There are no third-party beneficiaries of this Agreement and <br /> nothing in this Agreement, express or implied, is intended to confer on any person other <br /> than the parties hereto (and their respective successors, heirs and permitted assigns), any <br /> rights, remedies, or obligations. <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 /> Orange County policy is incorporated herein by reference and may be viewed at <br /> hqp://www.oran eg countync. 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 if at any point during the term of this Agreement <br /> they employ any employees in North Carolina. By executing this Agreement Provider <br /> certifies that Provider has not been identified, and has not utilized the services of any agent <br /> or 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 /> County and the Provider and supersedes all prior negotiations, representations or <br /> agreements, either written or oral. This Agreement may be amended only by written <br /> instrument signed by both parties. Modifications may be evidenced by facsimile <br /> signatures. <br /> Revised 01/24 6 <br />