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DocuSign Envelope ID:31D3934C-CE6C-4B6A-A77D-A2C78EC2A7A3 <br /> this Agreement or the waiver by the County of any breach of this Agreement shall <br /> not constitute a waiver of any claim for damages by the County for any breach of <br /> this Agreement or a 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, <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 /> 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. By executing this Agreement Provider affirms that Provider and <br /> any subcontractors of Provider are and shall remain in compliance with Article 2 <br /> of Chapter 64 of the North Carolina General Statutes. By executing this <br /> Agreement Provider certifies that Provider has not been identified, and has not <br /> utilized the services of any agent or subcontractor, on the list created by the State <br /> Treasurer pursuant to G.S. 147-86.58. <br /> c. Anti-Discrimination. 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 state and federal anti-discrimination laws, policies, rules, and <br /> regulations and the Orange County Anti-Discrimination Policy. Any violation of <br /> this requirement is a breach of this Agreement and County may immediately <br /> terminate this Agreement without further obligation on the part of the County. <br /> This paragraph is not intended to limit and does not limit the definition of breach <br /> to discrimination. <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 /> Binding arbitration may not be initiated by either Party, however, the Parties may <br /> agree to nonbinding mediation of any dispute prior to the bringing of such suit or <br /> 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 <br /> amended only by written instrument signed by both parties. Modifications may be <br /> evidenced by facsimile 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 <br /> the Parties. <br /> g. Ownership of Work Product. Should Provider's performance of this Agreement <br /> Rev. 6/16 6 <br />