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1 <br /> <br />ADDENDUM TO SAS ORDER FORM, CONSULTING SERVICES ADDENDUM, AND <br />OPERATING AGREEMENT <br /> This Addendum modifies the SAS Order Form, Consulting Services Addendum, and Universal <br />Terms between SAS Institute, Inc. (“SAS” or “Provider”) and Orange County, a local political <br />subdivision of the State of North Carolina (“County” or “Customer”) This Addendum takes precedence <br />over all other conflicting terms and conditions of the Agreement. This Addendum modifies the attached <br />Agreement. This Addendum is attached to the Agreement and is hereby incorporated by reference into <br />that Agreement as if had been set out therein. <br /> <br /> <br />1. Addition to Universal Terms Section 13. Confidentiality: To the extent permitted by the North <br />Carolina Public Records laws, set forth at Chapter 132 of the North Carolina General Statutes, the <br />terms of this Agreement and any Confidential Information shall be treated by both SAS and <br />Customer as confidential and may not be disclosed or shown to a third party without the prior <br />written consent of the other. Should SAS fail to consent to disclosure pursuant to a legitimate <br />records request under the North Carolina public records laws, SAS agrees to indemnify and hold <br />harmless County and its officers, employees, and agents from all costs, damages, and expenses <br />incurred in connection with refusing to disclose the records. <br /> <br /> <br />2. Revision to Universal Terms Section 16.1 Governing Law: This Agreement is governed by the <br />laws of North Carolina without regard to the conflict of laws rules, provisions or statutes of any <br />jurisdiction. SAS and Customer each represent that each party shall comply with all applicable <br />federal, state, and local laws. Provider shall at all times remain in compliance with all applicable <br />local, state, and federal laws, rules, and regulations including but not limited to all state and <br />federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non- <br />Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated <br />herein by reference and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php). Any violation <br />of this requirement is a breach of the Agreement and County may terminate this Agreement <br />without further obligation on the part of the County. This paragraph is not intended to limit, and <br />does not limit, the definition of breach to discrimination. By executing this Agreement, Provider <br />affirms that Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North <br />Carolina General Statutes. By executing this Agreement, Provider certifies that Provider has not <br />been identified, and, to the best of its knowledge, has not utilized the services of any agent or <br />subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing <br />this Agreement Provider certifies that Provider has not been identified, and, to the best of its <br />knowledge, has not utilized the services of any agent or subcontractor identified, on the list <br />created by the State Treasurer pursuant to G.S. 147-86.81. <br /> <br />DocuSign Envelope ID: AE96C938-3D19-469D-9A50-E90907F3815F