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7 <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 <br />waiver of any claim for damages by the County for any breach of this Agreement or a <br />waiver of any other required compliance with this Agreement. <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 <br />of respective parties hereunder shall be governed by the laws of the State of North <br />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 <br />to all anti - discrimination laws. Pursuant to the terms of North Carolina General Statute <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 maintain <br />compliance with the requirements of Article 2 of Chapter 64 of the General Statutes <br />constitutes Provider's breach of this Agreement. By executing this Agreement Provider <br />affirms Provider is in compliance with Article 2 of Chapter 64 of the North Carolina <br />General Statutes. <br />d. 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 />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 />f. 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 />g. Ownership of Work Product. Should Provider's performance of this Agreement generate <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 project <br />Revised 9/13 6 <br />