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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 rit,.hts <br /> of respective parties hereunder shall be governed by the laws of the State of N('rth <br /> Carolina. <br /> c. Compliance with Laws. Provider shall at all times remain in compliance with ..111 <br /> applicable local, state, and federal laws, rules, and regulations including but not limited <br /> to all anti-discrimination laws. Pursuant to the terms of North Carolina General Status. <br /> 153A-449(b) no county may enter into a contract with a contractor unless the contractor <br /> and the contractor's subcontractors comply with the requirements of Article 2 of Chapter <br /> 64 of the North Carolina General Statutes. Where applicable, failure to mainta i n <br /> compliance with the requirements of Article 2 of Chapter 64 of the General Statute <br /> constitutes Provider's breach of this Agreement. By executing this Agreement Provi,Lic r <br /> affirms Provider is in compliance with Article 2 of Chapter 64 of the North Caroh%i <br /> General Statutes. <br /> d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek dama;ie, <br /> with respect to any provision of, or the performance or non-performance of, th i, <br /> Agreement shall be brought in the General Court of Justice of North Carolina sitting i n <br /> Orange County,North Carolina. It is agreed by the parties that no other court shall ha\e <br /> jurisdiction or venue with respect to such suits or actions. The Parties may agree i <br /> nonbinding mediation of any dispute prior to the bringing of such suit or action. <br /> e. Entire Agreement. This Agreement represents the entire and integrated agreemnntt <br /> between the County and the Provider and supersedes all prior negotiation-'. <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 h\ <br /> facsimile signatures. <br /> f. Severability. If any provision of this Agreement is held as a matter of law to he <br /> unenforceable, the remainder of this Agreement shall be valid and binding upon the <br /> Parties. <br /> g. Ownership of Work Product. Should Provider's performance of this Agreement gener,ite <br /> documents, items or things that are specific to this Project such documents, items or <br /> things shall become the property of the County and may be used on any other proicct <br /> without additional compensation to the Provider. The use of the documents, items. �,r <br /> things by the County or by any person or entity for any purpose other than the Project a�: <br /> set forth in this Agreement shall be at the full risk of the County. <br /> h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and <br /> the validity of this Agreement is based upon the availability of public funding under the <br /> authority of its statutory mandate. <br /> Revised 9/13 <br /> 5 <br />