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DocuSign Envelope ID: EAA6285F-8A68-4540-94FF-6DOOBC770228 <br /> this Agreement or the waiver by the County of any breach of this Agreement shall <br /> not constitute a waiver of any claim for damages by the County for any breach of <br /> this Agreement or a waiver of any other required compliance with this Agreement. <br /> 11. Additional Provisions <br /> a. Limitation and Assignment. The County and the Provider each bind themselves, <br /> their successors, assigns and legal representatives to the terms of this Agreement. <br /> Neither the County nor the Provider shall assign or transfer its interest in this <br /> Agreement without the written consent of the other. <br /> b. Governing Law: Both parties agree that this Agreement shall be governed by the <br /> laws of the State of North Carolina and Orange County. Provider shall at all times <br /> remain in compliance with all applicable local, state, and federal laws, rules, and <br /> regulations including but not limited to all state and federal anti-discrimination <br /> laws, policies, rules, and regulations and the Orange County Non-Discrimination <br /> Policy and Orange County Living Wage Policy(each policy is incorporated herein <br /> by reference and may be viewed at <br /> hqp://www.orangecounLync.gov/departments/purchasing_division/contracts.php.). <br /> Any violation of this requirement is a breach of this Agreement and County may <br /> immediately terminate this Agreement without hither obligation on the part of the <br /> County. This paragraph is not intended to limit and does not limit the definition of <br /> breach to discrimination. By executing this Agreement Provider certifies that <br /> Provider has not been identified, and has not utilized the services of any agent or <br /> subcontractor identified, on the list created by the State Treasurer pursuant to G.S. <br /> 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 <br /> identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. <br /> By executing this Agreement Provider affirms Provider is and shall remain in <br /> compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. <br /> C. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek <br /> damages with respect to any provision of, or the performance or non-performance <br /> of, this Agreement shall be brought in the General Court of Justice of North <br /> Carolina sitting in Orange County, North Carolina. It is agreed by the parties that <br /> no other court shall have jurisdiction or venue with respect to such suits or actions. <br /> Binding arbitration may not be initiated by either Party, however, the Parties may <br /> agree to nonbinding mediation of any dispute prior to the bringing of such suit or <br /> action. <br /> d. Entire Agreement. This Agreement represents the entire and integrated agreement <br /> between the County and the Provider and supersedes all prior negotiations, <br /> representations or agreements, either written or oral. This Agreement may be <br /> amended only by written instrument signed by both parties. Modifications may be <br /> evidenced by facsimile signatures. <br /> e. 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 <br /> the Parties. <br /> Rev.4/21 6 <br />