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DocuSign Envelope ID:4DA7C804-68DE-40C2-A41F-92032E351676 <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". 'file 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. Goverrijqgj.[..,aw. 'I'llis 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 tinies remain in compliance with all <br /> applicable local, state, and federal laws, rule,,, and regulations including but not limited <br /> to all anti-discritnination, laws. <br /> d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages <br /> with respect to any provision of,, or file 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. Binding arbitration may not <br /> be initiated by either Party, however, the Parties may agree to nonbinding mediation of <br /> any dispute prior to the bringing Ot'such suit or action. <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 amended <br /> only by written instrument signed by both parties. Modifications may be evidenced by <br /> facsimile signatures. <br /> f Severability, If any provision of this Agreement is held ,is a matter of law to be <br /> unenforceable, the remainder of this Agreement shall be valid and binding upon tile <br /> Parties. <br /> g. Qwnership ot'Work Product. Should Provider's performance of this Agreement generate <br /> documents, items or things that are specific to this Pro.ject such documents, items or <br /> things shall become the property of the COa;inty and may be used oil any other pro.ject <br /> without additional compensation to the Provider, The t�ise of the documents, items or <br /> things by the County or by any person or entity for any purpose other than the Prqject as <br /> set forth in this Agreement shall be at the full risk of the County. <br /> h. Non-Appropriation. Provider acknowledges that County is as 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 /> In the event that public funds are unavailable and not appropriated for the performance of <br /> Revised M14 <br /> 5 <br />