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DocuSign Envelope ID: EB453E96-2633-4D28-B133-0C9F1E02F8CB <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. <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. <br /> <br /> <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 <br />limited to all anti-discrimination laws. <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 <br />of, this Agreement shall be brought in the General Court of Justice of North <br />Carolina sitting in Orange County, North Carolina. It is agreed by the parties that <br />no other court shall have jurisdiction or venue with respect to such suits or actions. <br />The Parties may agree to nonbinding mediation of any dispute prior to the bringing <br />of such suit or action. <br /> <br />e.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 <br />amended only by written instrument signed by both parties. Modifications may be <br />evidenced by facsimile signatures. <br /> <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 <br />the Parties. <br /> <br />g.Non-Appropriation. Provider acknowledges that County is a governmental entity, <br />and the validity of this Agreement is based upon the availability of public funding <br />under the authority of its statutory mandate. <br />In the event that public funds are unavailable and not appropriated for the <br />shall automatically expire without penalty to County immediately upon written <br />notice to Provider of the unavailability and non-appropriation of public funds. It is <br />expressly agreed that County shall not activate this non-appropriation provision for <br />its convenience or to circumvent the requirements of this Agreement, but only as <br />an emergency fiscal measure during a substantial fiscal crisis. <br />In the eve <br />mandated functions, by state and/or federal legislative or regulatory action, which <br />Agreement, then this Agreement shall automatically terminate without penalty to <br />6 <br /> <br />