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agent or subcontractor identified, 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 subcontractor identified, <br />on the list created by the State Treasurer pursuant to G.S. 147-86.81. <br /> <br />a. c. Non-Discrimination. Provider shall at all times remain in compliance with all <br />applicable local, state, and federal laws, rules, and regulations including but not limited <br />to all state and federal non-discrimination laws, policies, rules, and regulations and the <br />Orange County Non-Discrimination Policy and Orange County Living Wage Policy <br />(each policy is incorporated herein by reference and may be viewed at <br />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 <br />and County may immediately terminate this Agreement without further obligation on the <br />part of the County. This paragraph is not intended to limit and does not limit the <br />definition of breach to discrimination. <br /> <br />a. d. 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-performance of, <br />this Agreement shall be brought in the General Court of Justice of North Carolina sitting <br />in Orange County, North Carolina. It is agreed by the parties that no other court shall <br />have jurisdiction or venue with respect to such suits or actions. Binding arbitration may <br />not be initiated by either Party, however, the Parties may agree to nonbinding mediation <br />of any dispute prior to the bringing of such suit or action. <br /> <br />a. e. Entire Agreement. This Agreement represents the entire and integrated <br />agreement between the County and the Provider and supersedes all prior negotiations, <br />representations or agreements, either written or oral. This Agreement may be amended <br />only by written instrument signed by both parties. Modifications may be evidenced by <br />facsimile signatures. <br /> <br />a. 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 /> <br />a. g. Ownership of Work Product. Should Provider’s performance of this Agreement <br />generate documents, items or things that are specific to this Project such documents, <br />items or things shall become the property of the County and may be used on any other <br />project without additional compensation to the Provider. The use of the documents, <br />items or things by the County or by any person or entity for any purpose other than the <br />Project as set forth in this Agreement shall be at the full risk of the County. <br /> <br />a. h. Non-Appropriation. Provider acknowledges that County is a governmental <br />entity, and the validity of this Agreement is based upon the availability of public funding <br />under the authority of its statutory mandate. <br /> <br />In the event that public funds are unavailable or not appropriated for the performance of <br />County’s obligations under this Agreement, then this Agreement shall automatically <br />expire without penalty to County immediately upon written notice to Provider of the <br />unavailability or non-appropriation of public funds. It is expressly agreed that County <br />DocuSign Envelope ID: 0CC35688-16D4-42C6-A854-F02527265093