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d . Waiver . The payment of any sums by the County under this Agreement or the failure of <br /> the County to require compliance by the Provider with any provisions of this Agreement <br /> or the waiver by the County of any breach of this Agreement shall not constitute a <br /> waiver of any claim for damages by the County for any breach of this Agreement or a <br /> waiver of any other required compliance with this Agreement . <br /> 11 . Additional Provisions <br /> i <br /> i <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 /> r <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 /> r' <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 anti - discrimination laws . Pursuant to the terms of North Carolina General Statute <br /> 153A. 449 (b) no county may enter into a contract with a contractor unless the contractor <br /> and the contractor ' s subcontractors comply with the requirements of Article 2 of Chapter ' <br /> 64 of the North Carolina General Statutes . Where applicable , failure to maintain [' <br /> compliance with the requirements of Article 2 of Chapter 64 of the General Statutes <br /> constitutes Provider ' s breach of this Agreement . By executing this Agreement Provider }' <br /> affirms Provider is in compliance with Article 2 of Chapter 64 of the North Carolina <br /> General Statutes . <br /> E <br /> i <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 . The Parties may agree to <br /> nonbinding mediation of any dispute prior to the bringing of such suit or action . <br /> C <br /> i <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 /> i' <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 /> g . 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 <br /> things shall become the property of the County and may be used on any other prof ect <br /> Revised 9/13 6 <br />