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11.Additional Provisions <br />a.Limitation and Assignment. The County and the Provider each bind themselves, their <br />successors, assigns and legal representatives to the terms of this Agreement. Neither the County <br />nor the Provider shall assign or transfer its interest in this Agreement without the written <br />consent of the other. <br />b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of <br />respective parties hereunder shall be governed by the laws of the State of North Carolina. By <br />executing this Agreement Provider affirms that Provider and any subcontractors of Provider <br />are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General <br />Statutes. By executing this Agreement Provider certifies that Provider has not been <br />identified, and has not utilized the services of any agent or subcontractor identified, on the list <br />created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement <br />Provider certifies that Provider has not been identified, and has not utilized the services of any <br />agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. <br />147-86.81. <br />c.Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, <br />state, and federal laws, rules, and regulations including but not limited to all state and federal <br />non-discrimination laws, policies, rules, and regulations and the Orange County Non- <br />Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated <br />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 Agreement and <br />County may 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 breach to <br />discrimination. <br />d.Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with <br />respect to any provision of, or the performance or non-performance of, this Agreement shall be <br />brought in the General Court of Justice of North Carolina sitting in Orange County, North <br />Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with <br />respect to such suits or actions. Binding arbitration may not be initiated by either Party, <br />however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of <br />such suit or action. <br />e.Entire Agreement. This Agreement represents the entire and integrated agreement between the <br />County and the Provider and supersedes all prior negotiations, representations or agreements, <br />either written or oral. This Agreement may be amended only by written instrument signed by <br />both parties. Modifications may be evidenced by facsimile signatures. <br />f.Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, <br />the remainder of this Agreement shall be valid and binding upon the Parties. <br />DocuSign Envelope ID: 0A8B3292-09ED-4251-933C-F664911BDB6F