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DocuSign Envelope ID: EB5D5FB9-1F00-4836-9CE0-355AF8D06137 <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 /> http://www.oran e�ync. o�partments/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 12/18 6 <br />