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DocuSign Envelope ID: EEF8676B-OD21-4058-AF25-BDOC892BF50C <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 /> 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 /> 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 /> 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 General <br /> Statutes. By executing this Agreement Provider certifies that Provider has not been identified, <br /> and has not utilized the services of any agent or subcontractor, on the list created by the State <br /> Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that <br /> Provider has not been identified, and has not utilized the services of any agent or subcontractor <br /> identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. <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 /> R. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, <br /> the remainder of this Agreement shall be valid and binding upon the Parties. <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 /> T. Signatures. This Agreement together with any amendments or modifications may be executed <br /> electronically. All electronic signatures affixed hereto evidence the intent of the Parties to <br /> comply with Article 11 A and Article 40 of North Carolina General Statute Chapter 66. <br /> 5 <br /> February 2020 <br />