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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 <br />of respective parties hereunder shall be governed by the laws of the State of North <br />Carolina, and with federal laws and regulations required by the North Carolina <br />Department of Commerce Small Cities CDBG 2011 NC Tomorrow Program cited herein. <br />Throughout the term of this agreement, the Council shall comply with all applicable terms <br />of the NC Tomorrow Grant Agreement between the North Carolina Department of <br />Commerce Division of Community Assistance, as approved by the Orange County Board <br />of Commissioners on May 1, 2012, and signed by the County on May 1, 2012, and all <br />applicable laws, rules, regulations and requirements, including but not limited to the <br />procurement standards set forth in 4 N.C. Administrative Code 19L .0908 as may be <br />applicable. <br />c. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages <br />with respect to any provision of, or the performance or non - performance of, this <br />Agreement shall be brought in the General Court of Justice of North Carolina sitting in <br />Orange 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. The Parties may agree to <br />nonbinding mediation of any dispute prior to the bringing of such suit or action. <br />d. Entire Agreement. This Agreement represents the entire and integrated agreement <br />between the County and the Provider and supersedes all prior negotiations, <br />representations or agreements, either written or oral. This Agreement may be amended <br />only by written instrument signed by both parties. Modifications may be evidenced by <br />facsimile signatures. <br />e. Severability. If any provision of this Agreement is held as a matter of law to be <br />unenforceable, the remainder of this Agreement shall be valid and binding upon the <br />Parties. <br />f. Ownership of Work Product. Any and all work products from services, information, and <br />reporting materials by Provider during this engagement relative to the duties under this <br />Agreement shall be the exclusive property of the County; and Provider hereby assigns all <br />right, title, and interest the same to the County. Upon the expiration of earlier <br />termination of this Agreement, or whatever requested by the County, Provider shall <br />immediately deliver to the County all such files, records, documents, specifications, <br />information, and other items in its/her/his possession or control. <br />g. Findings Confidentiality. Any reports, information, data, etc., given to or prepares or <br />assembled by the Provider under this contract which the County request to be kept <br />confidential shall not be made available to any individual or organization other than the <br />County, unless the Provider is required by law to make said item or items available. In <br />Revised July 2010 <br />6 <br />