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5 <br />February 2020 <br />affects County’s authority to continue its obligations under this Agreement, then this <br />Agreement shall automatically terminate without penalty to County upon written notice to <br />Provider of such limitation or change in County’s legal authority. <br /> <br />N. 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 />O. Entire Agreement. This Agreement contains the entire understanding of the parties and shall <br />not be altered, amended or modified except by an agreement in writing executed by the duly <br />authorized officials of both parties. <br /> <br />P. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of <br />respective parties hereunder shall be governed by the laws of the State of North Carolina. By <br />executing this Agreement Provider affirms that Provider and any subcontractors of Provider <br />are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina <br />General Statutes. By executing this Agreement Provider certifies that Provider has not been <br />identified, and has not utilized the services of any agent or subcontractor, on the list created <br />by the State 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 any agent <br />or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147- <br />86.81. <br /> <br />Q. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with <br />respect to any provision of, or the performance or non-performance of, this Agreement shall <br />be brought in the General Court of Justice of North Carolina sitting in Orange County, North <br />Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with <br />respect to such suits or actions. Binding arbitration may not be initiated by either Party, <br />however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing <br />of such suit or action. <br /> <br />R. 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 Parties. <br /> <br />S. Ownership of Work Product. Should Provider’s performance of this Agreement generate <br />documents, items or things that are specific to this Project such documents, items or things <br />shall become the property of the County and may be used on any other project without <br />additional compensation to the Provider. The use of the documents, items or things by the <br />County or by any person or entity for any purpose other than the Project as set forth in this <br />Agreement shall be at the full risk of the County. <br /> <br />T. Signatures. This Agreement together with any amendments or modifications may be <br />executed electronically. All electronic signatures affixed hereto evidence the intent of the <br />Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter <br />66. <br />DocuSign Envelope ID: 01281C36-7CCD-4B31-8ED6-02FA083A3F3E