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Revised 01/24 Granicus 2025 <br />6 <br />Notwithstanding the foregoing, either Party may assign this Agreement with reasonable <br />notice to the other party to an affiliate or to a successor in interest resulting from <br />acquisition of all, or substantially all, of the assigning party’s business by means of <br />merger, stock or asset purchase, or otherwise. There are no third-party beneficiaries of this <br />Agreement and nothing in this Agreement, express or implied, is intended to confer on <br />any person other than the parties hereto (and their respective successors, heirs and <br />permitted assigns), any rights, remedies, or obligations. <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. 147-86.58. 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 Orange <br />County policy is incorporated 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 <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 definition <br />of breach to 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 <br />shall be brought in the General Court of Justice of North Carolina sitting in Orange <br />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 be <br />initiated by either Party, however, the Parties may agree to nonbinding mediation of any <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 and the Provider and supersedes all prior negotiations, representations <br />or agreements, either written or oral. This Agreement may be amended only by written <br />instrument signed by both parties. Modifications may be evidenced by facsimile <br />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 />7