Orange County NC Website
5 <br />Revised 07/21 <br />Agreement shall automatically terminate without penalty to the County in the event Provider does not <br />pass the Telelanguage assessment. <br /> <br />14. Entire Agreement and Signatures: The parties have read this Agreement and agree to be bound by all <br />of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement <br />between the parties unless and until modified in writing and signed by the parties. This Agreement <br />together with any amendments or modifications may be executed electronically. All electronic <br />signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 <br />of North Carolina General Statute Chapter 66. <br /> <br />15. Governing Law. Both parties agree that this Agreement shall be governed by the laws of the State of <br />North Carolina. By executing this Agreement Provider affirms Provider is in compliance with Article <br />2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies <br />that Provider has not been identified, and has not utilized the services of any agent or subcontractor, <br />on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement <br />Provider certifies that 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 pursuant to G.S. 147-86.81. <br /> <br />16. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, <br />and federal laws, rules, and regulations including but not limited to all state and federal non- <br />discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy <br />and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be <br />viewed at 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 and County <br />may immediately 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 discrimination. <br /> <br />17. Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek damages with respect to <br />any provision of, or the performance or non-performance of, this Agreement shall be brought in the <br />General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by <br />the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. <br />Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding <br />mediation of any dispute prior to the bringing of such suit or action. <br /> <br />18. Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of <br />this Agreement is based upon the availability of public funding under the authority of its statutory <br />mandate. <br /> <br />In the event that public funds are unavailable or not appropriated for the performance of County’s <br />obligations under this Agreement, then this Agreement shall automatically expire without penalty to <br />County immediately upon written notice to Provider of the unavailability or non-appropriation of <br />public funds. It is expressly agreed that County shall not activate this non-appropriation provision for <br />its convenience or to circumvent the requirements of this Agreement. <br /> <br />In the event of a change in the County’s statutory authority, mandate or mandated functions, by state <br />or federal legislative or regulatory action, which adversely affects County’s authority to continue its <br />obligations under this Agreement, then this Agreement shall automatically terminate without penalty <br />to County upon written notice to Provider of such limitation or change in County’s legal authority. <br /> <br />[SIGNATURES ON FOLLOWING PAGES] <br /> <br />DocuSign Envelope ID: 489177C2-9D4E-4D86-8B77-F20A88D1C2DC