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Revised 07/20 <br />6 <br /> <br /> <br />County nor the Provider shall assign or transfer its interest in this Agreement without <br />the written consent of the other; provided, however, that either Party may assign this <br />Agreement without the other Party’s consent in the event of any successor or assign that <br />has acquired all, or substantially all, of the assigning Party’s business by means of <br />merger, stock purchase, asset purchase, or otherwise. <br /> <br />b. Governing Law. This Agreement and the duties, responsibilities, obligations and <br />rights of respective parties hereunder shall be governed by the laws of the State of <br />North Carolina. By executing this Agreement Provider affirms that Provider and any <br />subcontractors of Provider are and shall remain in compliance with Article 2 of <br />Chapter 64 of the North Carolina General Statutes. By executing this Agreement <br />Provider certifies that Provider has not been identified, and has not utilized the <br />services of any agent or subcontractor identified, on the list created by the State <br />Treasurer pursuant to <br />G.S. 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 identified, <br />on the list created by the State Treasurer pursuant to G.S. 147-86.81. <br /> <br />c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable <br />local, state, and federal laws, rules, and regulations including but not limited to all <br />state and federal non-discrimination laws, policies, rules, and regulations and the <br />Orange County Non-Discrimination Policy and Orange County Living Wage Policy <br />(each policy is incorporated herein by reference and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php .) Any <br />violation of the Orange County Non-Discrimination Policy is a breach of this <br />Agreement and County may immediately terminate this Agreement without further <br />obligation on the part of the County. This paragraph is not intended to limit and does <br />not limit the definition of breach to discrimination. <br /> <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. Binding arbitration may not <br />be initiated by either Party, however, the Parties may agree to nonbinding mediation of <br />any dispute prior to the bringing of such suit or action. <br /> <br />e. 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 amended <br />only by written instrument signed by both parties. Modifications may be evidenced by <br />facsimile signatures. <br /> <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 />DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FADocuSign Envelope ID: F5021214-1018-4541-A333-639E32F7284A