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c.Compliance with Laws.Provider shall at all timesremain in compliance with all <br />applicable local, state, and federal laws, rules, and regulations including but not limited <br />to all state and federal anti-discrimination laws, policies, rules, and regulations and the <br />Orange County Non-Discrimination Policyand Orange County Living Wage Policy <br />(each policyis incorporated herein by reference and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php.)Any <br />violation of this requirement 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. 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 ofany <br />agent or subcontractoridentified, 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 subcontractoridentified, <br />on the list created by the State Treasurer pursuant to G.S. 147-86.81. <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 tosuch 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 asuit or action. <br />e.Entire Agreement. This Agreement, together with the RFP and its attachments and the <br />Proposal and its attachments,represents the entire and integrated agreement between the <br />County and the Provider and supersedes all prior negotiations, representations or <br />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 />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 />things by the County or by any person or entity for any purpose other than the Project as <br />set forth in this Agreement shall be at the full risk of the County. <br />h.Non-Appropriation. Provideracknowledges that County is a governmental entity, and <br />the validity of this Agreement is based upon the availability of public funding under the <br />authority of its statutory mandate. <br />Revised 10/17 6 <br />DocuSign Envelope ID: E85652A2-D11A-4BD6-9E0F-03FE9C50F4EC