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Revised 12/18 6 <br /> <br />11. Additional Provisions <br /> <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 /> <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. <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 limited <br />to all state and federal anti-discrimination laws, policies, rules, and regulations and the <br />Orange County Non-Discrimination Policy and Orange County Living Wage Policy <br />(each policy is incorporated herein by reference and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any <br />violation of 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. This <br />paragraph is not intended to limit and does not limit the definition of breach to <br />discrimination. 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 identified, <br />on the list created by the State Treasurer pursuant to G.S. 147-86.81. <br /> <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 a suit or action. <br /> <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 /> <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 /> <br />8