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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 of the other . <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 . By executing this Agreement Provider affirms that Provider and any <br /> subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter <br /> 64 of the North Carolina General Statutes . By executing this Agreement Provider <br /> 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 <br /> G . S . 14746 . 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 identified, <br /> on the list created by the State Treasurer pursuant to G . S . 147- 86 . 81 . <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 and the Orange <br /> County Non-Discrimination Policy and Orange County Living Wage Policy (each <br /> Orange County policy is incorporated herein by reference and may be viewed at <br /> http : //www . oran ,izecountync . gov/departments./purchasing division/contracts . php . ) Any <br /> violation of the Orange County Non-Discrimination Policy is a breach of this Agreement <br /> and County may immediately terminate this Agreement without further obligation on the <br /> part of the County. This paragraph is not intended to limit and does not limit the <br /> 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 have <br /> jurisdiction or venue with respect to such suits or actions . Binding arbitration may not <br /> be initiated by either Party, however, the Parties may agree to nonbinding mediation of <br /> any 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 and the Provider and supersedes all prior negotiations , <br /> ritten or oral . This Agreement may be amended representations or agreements , either w <br /> only by written instrument signed by both parties . Modifications may be evidenced by <br /> facsimile signatures . <br /> f. 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 /> g . Ownership of Work Product . Should Provider ' s performance of this Agreement generate <br /> documents , items or things that are specific to this Project such documents , items or <br /> things shall become the property of the County and may be used on any other project <br /> without additional compensation to the Provider . The use of the documents , items or <br /> Revised O1 / 24 <br /> 6 <br />