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and regulations and the Orange County Non -Discrimination Policy and <br />Orange County Living Wage Policy (each policy is incorporated herein by <br />reference and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.p <br />hp.) Any violation of this requirement is a breach of this Agreement and <br />County may immediately terminate this Agreement without further obligation <br />on the part of the County. This paragraph is not intended to limit and does not <br />limit the definition of breach to discrimination. By executing this Agreement <br />Provider affirms that Provider and any subcontractors of Provider are and <br />shall remain in compliance with Article 2 of Chapter 64 of the North Carolina <br />General Statutes. By executing this Agreement Provider certifies that <br />Provider has not been identified, and has not utilized the services of any agent <br />or subcontractor identified, on the list created by the State Treasurer <br />pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies <br />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 <br />pursuant to G.S. 147-86.81. <br /> <br />e. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek <br />damages with respect to any provision of, or the performance or non- <br />performance of, this Agreement shall be brought in the General Court of <br />Justice of North Carolina sitting in Orange County, North Carolina. It is <br />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 <br />either Party, however, the Parties may agree to nonbinding mediation of any <br />dispute prior to the bringing of a suit or action. <br /> <br />f. Entire Agreement. This Agreement, together with the RFP and its <br />attachments and the Proposal and its attachments, represents the entire and <br />integrated agreement between the County and the Provider and supersedes all <br />prior negotiations, representations or agreements, either written or oral. This <br />Agreement may be amended only by written instrument signed by both <br />parties. Modifications may be evidenced by facsimile signatures. <br /> <br />g. Severability. If any provision of this Agreement is held as a matter of law to <br />be unenforceable, the remainder of this Agreement shall be valid and binding <br />upon the Parties. <br /> <br />h. Ownership of Work Product. Should Provider’s performance of this <br />Agreement generate documents, items or things that are specific to this <br />Project such documents, items or things shall become the property of the <br />County and may be used on any other project without additional <br />compensation to the Provider. The use of the documents, items or things by <br />the County or by any person or entity for any purpose other than the Project <br />as set forth in this Agreement shall be at the full risk of the County. <br /> <br />i. Non-Appropriation and Government Action. Provider acknowledges that <br />County is a governmental entity, and the validity of this Agreement is based <br />upon the availability of public funding under the authority of its statutory <br />mandate. <br />DocuSign Envelope ID: B04ECF89-C776-496E-B171-26200EC380B9