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Rev. 7/18 6 <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 /> <br />11. Additional Provisions <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. 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. By executing this Agreement Provider <br />certifies that Provider has not been identified, and has not utilized the services of <br />any agent or subcontractor identified, on the list created by the State Treasurer <br />pursuant to G.S. 147-86.81. <br /> <br />c. Non-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 non-discrimination laws, policies, rules, and <br />regulations and the Orange County Non-Discrimination Policy and Orange County <br />Living Wage Policy (each policy is incorporated herein by reference and may be <br />viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php). <br />Any violation of the Orange County Non-Discrimination Policy is a breach of this <br />Agreement and County may immediately terminate this Agreement without further <br />obligation on the part of the County. This paragraph is not intended to limit and <br />does not limit the definition of breach to discrimination. <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 />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 /> <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 />DocuSign Envelope ID: A1726A79-7A79-4808-BB81-5CEFD862D855