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substantially all of the property of Contractor is appointed in any proceeding brought by Contractor, or if any such receiver, trustee, or liquidator is appointed in any proceeding against Contractor, and any such receiver, trustee, or liquidator is not discharged within sixty (60) days after service of such appointment on Contractor, this Contract as the sole option of County, shall be null and void. 12. Miscellaneous. (a) Choice of Law or Forum. This Contract shall be deemed made in Cabarrus County, North Carolina. This Contract shall be governed by and construed in accordance with the laws of North Carolina. The exclusive forum and venue for all actions arising out of this Contract shall be the appropriate division of the North Carolina General Court of Justice in Cabarrus County. Such actions shall not be commenced in nor removed to federal court. (b) Waiver. No action or failure to act by the County shall constitute a waiver of any of its rights or remedies that arise out of this Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach of this Contract, except as may be specifically agreed in writing. (c) Performance of Government Functions. Nothing contained in this Contract shall be deemed or construed so as to in any way estop, limit, or impair the County from exercising or performing any regulatory, policing, legislative, government, or other powers of functions. (d) Severability. If any provision of this Contract shall be unenforceable, the remainder of this Contract shall be enforceable to the extent permitted by law. (e) Assignment, Successors and Assigns. Without the County's written consent, the Contractor shall not assign (which includes to delegate) any of its rights (including the right to payment) or duties that arise out of this Contract. Unless the County otherwise agrees in writing, the Contractor and all assigns shall be subject to all the County's defenses and shall be liable for all of the Contractor's duties that arise from this Contract. Without granting the Contractor the right to assign, it is agreed that the duties of the Contractor that arise from this Contract shall be binding upon it and its heirs, personal representatives, successors, and assigns. (f) Compliance with Law. In performing all of the Services, the Contractor shall comply with all applicable law. (g) EEO Provisions. During the performance of this Contract the Contractor agrees as follows: (1) The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, political affiliation or belief, age, or handicap. The Contractor shall take affirmative action to insure that applicants are employed and that employees are treated equally during employment, without regard to Attachment number 1 F -4 Page 60