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Docusign Envelope ID: FFF6ECOC-4725-4086-B68A-BC5F9FDE53E6 <br /> 7 <br /> 11. Additional Provisions <br /> a. Limitation and Assi ng ment. 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. og v/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 /> ARPA Sourced 01/22 FINAL <br />