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4 <br />Revised August 2022 <br />(iii)Failure to adhere to the terms of applicable county, state or federal laws, <br />regulations, or stated public policy. <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) from written notice <br />of default or allow the grant recipient the opportunity to cure the default. This <br />clause shall not be interpreted to limit the County’s or the Arts Commission’s <br />remedies in law or in equity. <br />10.Miscellaneous. <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 />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 <br />created by the State Treasurer pursuant to G.S. 147-86.81. By executing this <br />Agreement Grant Recipient affirms they are and shall remain in compliance with <br />Article 2 of Chapter 64 of the North Carolina General Statutes. In determining <br />the basic services to be provided, should any documents be referenced in or <br />attached to this Agreement, the terms herein shall have priority in any conflict <br />between the terms of referenced documents and the terms of this Agreement. <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: 28E8EAA0-6584-4F62-8A19-BAFD33541E2A