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Page 5 of 6 <br />Revised 2/2019 <br />Agreement between the parties and shall supersede, replace or nullify any and all prior <br />Agreements of understandings; written or oral, relating to the matters set forth herein, and any <br />such prior Agreements or understandings shall have no force or affect whatsoever on this <br />Agreement. The County and Provider have read this Agreement and agree to be bound by all <br />of its terms, and further agree that this Agreement constitutes the complete and exclusive <br />statement of the Agreement between the County and Provider. <br /> <br />16. Severability. All clauses found herein shall act independently of each other. If a clause is <br />found to be illegal or unenforceable, it shall have no effect on the other provisions of this <br />Agreement. It is understood by the parties hereto that if any part, term or provision of this <br />Agreement is by the Courts held to be illegal or in conflict with any laws of the State of North <br />Carolina or the United States, the validity of the remaining portions or provisions shall not be <br />affected, and the rights and obligations of the parties shall be construed and enforced as if the <br />Agreement did not contain the particular part, term or provision held to be invalid. <br /> <br />17. Governing Law. The laws of the State of North Carolina shall govern all aspects of this <br />Agreement. In the event that it is necessary for either party to initiate legal action regarding <br />this Agreement, venue shall lie in Orange County, North Carolina. The parties hereby waive <br />their right to trial by jury in any action, proceeding or claim, arising out of this Agreement, <br />which may be brought by either of the parties. Provider shall at all times remain in compliance <br />with all 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 Orange <br />County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is <br />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 paragraph <br />is not intended to limit and does not limit the definition of breach to discrimination. By <br />executing this Agreement Provider certifies that Provider has not been identified, and has not <br />utilized the services of any agent or subcontractor identified, on the list created by the State <br />Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that <br />Provider has not been identified, and has not utilized the services of any agent or subcontractor <br />identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. By executing <br />this Agreement Provider affirms Provider is and shall remain in compliance with Article 2 of <br />Chapter 64 of the North Carolina General Statutes. <br /> <br />18. Signatures. This Agreement together with any amendments or modifications may be executed <br />electronically. All electronic signatures affixed hereto evidence the intent of the Parties to <br />comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. <br /> <br /> <br /> <br /> <br /> <br />[SIGNATURES ON FOLLOWING PAGE] <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br />DocuSign Envelope ID: A5DFA30D-6B93-46CB-8234-C7E2AAD7EE0E