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18 <br /> the County. It is the intent of this provision to require the Subrecipient to indemnify the County <br /> to the fullest extent permitted under North Carolina law. <br /> 11. Amendments to the Agreement. Changes in the Scope of Services and entitlement to <br /> additional compensation or a change in duration of this Agreement shall be made by a written <br /> Amendment to this Agreement executed by the County and the Subrecipient. The Subrecipient <br /> shall proceed to perform the services required by the Amendment only after receiving a fully <br /> executed Amendment from the County. <br /> 12. General Provisions <br /> a. Limitation and Assignment. The County and the Subrecipient each bind themselves, <br /> their successors, assigns and legal representatives to the terms of this Agreement. <br /> Neither the County nor the Subrecipient shall assign or transfer its interest in this <br /> Agreement, including rights to payment, without the written consent of the other. <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 Subrecipient affirms that Subrecipient <br /> and any subcontractors of Subrecipient are and shall remain in compliance with <br /> Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this <br /> Agreement Subrecipient certifies that Subrecipient has not been identified, and has <br /> not utilized the services of any agent or subcontractor identified, on the list created by <br /> the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement <br /> Subrecipient certifies that Subrecipient has not been identified, and has not utilized <br /> the services of any agent or subcontractor identified, on the list created by the State <br /> Treasurer pursuant to G.S. 147-86.81. <br /> c. Non-Discrimination. Subrecipient shall at all times remain in compliance with all <br /> applicable local, state, and federal laws,rules,and regulations including but not limited <br /> to all 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.oran e�ync. o�partments/purchasing division/contracts.php.) <br /> Any 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 /> 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 <br /> have jurisdiction or venue with respect to such suits or actions. Binding arbitration <br /> may not be initiated by either Party, however, the Parties may agree to nonbinding <br /> mediation of any dispute prior to the bringing of such suit or action. <br /> e. Relationship of the Parties. Subrecipient is an independent contractor of the County. <br /> Subrecipient represents that they have or will secure, at its own expense, all personnel <br /> 17 <br />