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  <br />December 2020  <br />(iii) Failure to adhere to the terms of applicable county, state or federal laws, <br />regulations, or stated public policy. <br />  <br />B. In the event of default by the Grant Recipient, the Arts Commission has the <br />discretion to elect to terminate this Agreement, in whole or in part and/or require <br />the Grant Recipient to repay the grant funds within seven (7) d ays? from written <br />notice of default or allow the grant recipient the opportunity to cure the default. <br />This clause shall not be interpreted to limit the County’s or the Arts <br />Commission’s remedies in law or in equity. <br />  <br />10. Miscellaneous. <br />  <br />A. Entire Agreement. This Agreement and the attachments contain the final and <br />entire understanding of the parties with respect to the subject matter of this <br />Agreement. All modifications and amendments to this Agreement shall be in <br />writing. This Agreement shall be binding upon the parties, their heirs, successors <br />and assigns. <br />  <br />B. Governing Law. Governing Law and Priority: Both parties agree that this <br />Agreement shall be governed by the laws of the State of North Carolina and <br />Orange County. Grant Recipient shall at all times remain in compliance with all <br />applicable local, state, and federal laws, rules, and regulations including but not <br />limited to all state and federal anti-discrimination laws, policies, rules, and <br />regulations and the Orange County Non-Discrimination Policy and Orange <br />County Living Wage Policy (each policy is incorporated herein by reference and <br />may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php.). <br />Any violation of this requirement is a breach of this Agreement and Arts <br />Commission may immediately terminate this Agreement without further <br />obligation on the part of the Arts Commission. This paragraph is not intended to <br />limit and does not limit the definition of breach to discrimination. By executing <br />this Agreement the Grant Recipient certifies that they has not been identified, and <br />has not utilized the services of any agent or subcontractor identified, on the list <br />created by the State Treasurer pursuant to G.S. 147-86.58. By executing this <br />Agreement the Grant Recipient certifies that they has not been identified, and has <br />not utilized the services of any agent or subcontractor identified, on the list created <br />by the State Treasurer pursuant to G.S. 147-86.81. By executing this Agreement <br />Grant Recipient affirms they are and shall remain in compliance with Article 2 of <br />Chapter 64 of the North Carolina General Statutes. In determining the basic <br />services to be provided, should any documents be referenced in or attached to <br />this Agreement, the terms herein shall have priority in any conflict between the <br />terms of referenced documents and the terms of this Agreement. <br />  <br />C. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes <br />shall be resolved by nonbinding mediation. If such mediation fails either party <br />may initiate litigation to resolve the dispute. Should either party initiate litigation <br />to settle any dispute involving the terms of this Agreement such litigation shall be <br />DocuSign Envelope ID: B1812263-0107-45E3-95AC-75E3ADFFB529