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Revised 06/21 <br />EDITED BY <br />VENDOR <br />5 <br />written consent of the other. <br /> <br />b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of <br />respective parties hereunder shall be governed by the laws of the State of North Carolina. <br />By executing this Agreement Provider affirms that Provider and any subcontractors of Provider <br />are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General <br />Statutes. By executing this Agreement Provider certifies that Provider has not been identified, <br />and has not utilized the services of any agent or subcontractor identified, on the list created by the <br />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 />c. Non-Discrimination. 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 <br />and federal non-discrimination laws, policies, rules, and regulations and the Orange <br />County Non-Discrimination Policy and Orange County Living Wage Policy (each policy <br />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 definition <br />of breach to discrimination. <br /> <br />d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with <br />respect to any provision of, or the performance or non-performance of, this Agreement <br />and shall be brought in the General Court of Justice of North Carolina sitting in Orange <br />County, North Carolina. It is agreed by the parties that no other court shall have <br />jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be <br />initiated by either Party, however, the Parties may agree to nonbinding mediation of any <br />dispute prior to the bringing of such suit or action. <br /> <br />e. Entire Agreement. This Agreement, its Attachments and Exhibits represent the entire and <br />integrated agreement between the County and the Provider and supersedes all prior <br />negotiations, representations or agreements, either written or oral. This Agreement may <br />be amended only by written instrument signed by both parties. Modifications may be <br />evidenced by facsimile signatures. <br /> <br />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 />g. Ownership of Work Product. Should Provider’s performance of this Agreement generate <br />documents, items or things that are specific to this Project such documents, items or things <br />shall become the property of the County and may be used on any other project without <br />additional compensation to the Provider. The use of the documents, items or things by the <br />County or by any person or entity for any purpose other than the Project as set forth in this <br />Agreement shall be at the full risk of the County. <br /> <br />h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the <br />DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667