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DocuSign Envelope ID: 6E30952E- 74C9- 4C59- B050- B1AE415FDFED <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. By executing this Agreement Provider affirms that Provider and any <br />subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter <br />64 of the North Carolina General Statutes. By executing this Agreement Provider <br />certifies that Provider has not been identified, and has not utilized the services of any <br />agent or subcontractor identified, on the list created by the State Treasurer pursuant to <br />G.S. 147 - 86.58. By executing this Agreement Provider certifies that Provider has not <br />been identified, and has not utilized the services of any agent or subcontractor, on the list <br />created by the State Treasurer pursuant to G. S. 147 - 86.81. <br />c. Non - Discrimination and Living Wage. Provider shall at all times remain in compliance <br />with all applicable local, state, and federal laws, rules, and regulations. Provider shall at <br />all times remain in compliance with all applicable local, state, and federal laws, rules, <br />and regulations including but not limited to all state and federal anti - discrimination laws, <br />policies, rules, and regulations and the Orange County Non - Discrimination Policy and <br />Orange County Living Wage Policy (each policy is incorporated herein by reference and <br />may be viewed at <br />ht!p://www.orangecountypc.gov/de]2artments/purchasing division/contracts.php.). Any <br />violation of the Orange County Non - Discrimination Policy is a breach of this Agreement <br />and County may immediately terminate this Agreement without further obligation on the <br />part of the County. This paragraph is not intended to limit and does not limit the <br />definition of breach to discrimination. <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 />Revised 10/17 6 <br />