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Rev. 7/15 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. <br /> <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 <br />limited to all anti-discrimination laws. Pursuant to the terms of North Carolina <br />General Statute 153A-449(b) no county may enter into a contract with a contractor <br />unless the contractor and the contractor’s subcontractors comply with the <br />requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. <br />Where applicable, failure to maintain compliance with the requirements of Article <br />2 of Chapter 64 of the General Statutes constitutes Provider’s breach of this <br />Agreement. By executing this Agreement Provider affirms Provider is in <br />compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. <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 />The Parties may agree to nonbinding mediation of any dispute prior to the bringing <br />of such suit or 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 /> <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 /> <br />g. Non-Appropriation. Provider acknowledges that County is a governmental entity, <br />and the validity of this Agreement is based upon the availability of public funding <br />under the authority of its statutory mandate. <br /> <br />DocuSign Envelope ID: 045AF678-3763-4394-A072-D12B1E113359