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DocuSign Envelope ID:41 B27956-1 C1 7-475E-9558-D6D38ABE1436 <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 /> e. Suspension. County may suspend the Basic Services and this Agreement at any time for <br /> County's convenience and without penalty to County upon three (3) days' notice to <br /> Provider. Upon any suspension by County, Provider shall discontinue the Basic <br /> Services and shall not resume the Basic Services until notified to proceed by County. <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, rules, and regulations. By executing this Agreement <br /> Provider affirms that Provider and any subcontractors of Provider are and shall remain in <br /> compliance with Article 2 of Chapter 64 of the North Carolina 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. 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 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 /> Revised 1/16 6 <br />