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Rev. 6/19 6 <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 /> <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 /> <br />11. Additional Provisions <br /> <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 /> <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 />http://www.orangecountync.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 /> <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 /> <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 />DocuSign Envelope ID: 4FFFED91-4A5A-4883-B178-C047B083A2FF