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DocuSign Envelope ID:7612C085-C654-45EE-8C46-CB6A802CCEE7 <br /> ii. Should this Agreement be terminated, the Provider shall deliver to the County <br /> within seven (7) days, at no additional cost, all deliverables including any <br /> electronic data or files relating to the Project. <br /> d. Waiver. The payment of any sums by the County under this Agreement or the <br /> failure of the County to require compliance by the Provider with any provisions of <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.oran eg_counl nc.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 further 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 /> Rev. 6/19 6 <br />