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d.Waiver. The payment of any sums by the County under this Agreement or the failure of <br />the County to require compliance by the Provider with any provisions of this Agreement <br />or the waiver by the County of any breach of this Agreement shall not constitute a waiver <br />of any claim for damages by the County for any breach of this Agreement or a waiver of <br />any other required Compliance with this Agreement. <br />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 <br />County nor the Provider shall assign or transfer its interest in this Agreement without the <br />written consent ofthe other. <br />b.Governing Law. This agteeinent and the duties', responsibilities, obligations, and rights of <br />respective parties hereunder shall be governed by the laws of the State of North Carolina. <br />By executing this Agreement, Provider affirms that Provider and any subcorttradors of <br />Provider are anc;i shall remain in compliance with Article 2 of Chapter 64 of the North <br />Carolina General Statutes. By executing this Agreement, Provider certifies that Provider <br />has not been identified, and has not utilized the services of any agent or subcontractor <br />identified, on the1ist created by the State Treasurer pursuant to G.S. 147-86.58. By <br />executing this Agreement, Provider certifies that Provider has not been identified, and has <br />not utilized the services of any agent or subcontractor identified, on the list created by the <br />State Treasurer pursuantto G.S. 147-86.81. <br />c.Non-Discrimination. Provider shall,,at all times, remuin 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 and the Orange <br />County Non-Discrimination Policy and Orange County Living Wage Policy (each policy <br />is incorporated herein by reference and may be viewed at <br />https://www.orangecountync.gov/744/Contracts). Any violation of the Orange County <br />Non-Discrimination Policy ,is a breach of this Agreement and County may immediately <br />terminate this Agreement without further obligation on the part of the County. This <br />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 <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 vet1ue with respect to such suits or actions. Binding arbitration may not be <br />initiated by either Party; however, the Parties may agree to nonbinding mediation of a <br />dispute prior to the bringing of such suit or action. <br />e.Entire Agreement. This Agreement represents the entire and integrated agreement <br />between the County llll<l the Provider iµid 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 />6 <br />Revised 01/2024 <br />DocuSign Envelope ID: D435B1B0-AAD8-43E3-B4F5-4C091CB686E7