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Rev. 5/23 6 <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 laws, <br />policies, rules, and regulations and the Orange County Non-Discrimination Policy <br />and Orange County Living Wage Policy (each policy is incorporated herein by <br />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. By <br />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 Carolina <br />sitting in Orange County, North Carolina. It is agreed by the parties that no other <br />court shall have jurisdiction or venue with respect to such suits or actions. Binding <br />arbitration may not be initiated by either Party, however, the Parties may agree to <br />nonbinding mediation of any dispute prior to the bringing of such suit or 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 />amended only by written instrument signed by both parties. Modifications may be <br />evidenced by facsimile signatures. <br /> <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 the <br />Parties. <br /> <br />f. Ownership of Work Product. Should Provider’s performance of this Agreement <br />generate documents, items or things that are specific to this Project such documents, <br />items or things shall become the property of the County and may be used on any <br />other project without additional compensation to the Provider. The use of the <br />documents, items or things by the County or by any person or entity for any purpose <br />other than the Project as set forth in this Agreement shall be at the full risk of the <br />DocuSign Envelope ID: A7AE99E4-EA4E-458C-808C-B641597E1CBF