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Revised 04/23 <br />3 <br /> <br /> 1. Premises and operations; <br /> 2. Blanket contractual liability; <br /> 3. Broad form property damage; <br /> 4. Independent contractors; <br /> 5. Personal injury, with employee exclusion deleted; and <br /> 6. Completed operations. <br /> <br />b. Workers’ Compensation Insurance with waiver of subrogation in an amount that <br />complies with statutory limits. <br /> <br />7. Amendments to the Agreement <br /> <br />Changes to Software and Maintenance. Changes to the Software and Maintenance and <br />entitlement to additional compensation or a change in duration of this Agreement shall be <br />made by mutual agreement of the parties and by a written Amendment to this Agreement <br />executed by the County and the Provider. The Provider shall proceed to provide the <br />modified Software and Maintenance required by the Amendment only after receiving a fully <br />executed Amendment from the County together with any associated fees. <br /> <br />8. Termination <br /> <br />Termination for Material Breach. The Provider may terminate this Agreement based upon <br />the County's material breach of this Agreement; provided, the County has not taken all <br />reasonable actions to remedy the breach. The Provider shall give the County thirty (30) <br />days' prior written notice of its intent to terminate this Agreement for cause. <br /> <br />9. Additional Provisions <br /> <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. The County <br />shall not assign or transfer its interest in this Agreement without the written consent of the <br />Provider. <br /> <br />b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights <br />of respective parties hereunder shall be governed by the laws of the State of North <br />Carolina, excluding the choice of law principles. <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 state <br />and federal non-discrimination laws, policies, rules, and regulations. <br /> <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 <br />may be brought in the General Court of Justice of North Carolina sitting in Orange County, <br />North Carolina. Non-binding arbitration may not be initiated by either Party. <br /> <br />e. Entire Agreement. This Agreement and all Exhibits represents the entire and integrated <br />agreement 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 />DocuSign Envelope ID: CB58AB3D-3315-4F6C-BDB9-EDC7F23C34D7