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Revised 6/16 6 <br />b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights <br />of respective parties hereunder shall be governed by the laws of the State of North <br />Carolina. <br /> <br />c. Compliance with Laws. 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 anti-discrimination laws, policies, rules, and regulations and the <br />Orange County Anti-Discrimination Policy. Any violation of this requirement is a <br />breach of this Agreement and County may immediately terminate this Agreement <br />without further obligation on the part of the County. This paragraph is not intended to <br />limit and does not limit the definition of breach to discrimination. By executing this <br />Agreement Provider affirms that Provider and any subcontractors of Provider are and <br />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 <br />identified, and has not utilized the services of any agent or subcontractor, on the list <br />created by the State Treasurer pursuant to G.S. 147-86.58. <br /> <br />d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages <br />with respect to any provision of, or the performance or non-performance of, this <br />Agreement shall be brought in the General Court of Justice of North Carolina sitting in <br />Orange 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 <br />be initiated by either Party, however, the Parties may agree to nonbinding mediation of <br />any dispute prior to the bringing of a suit or action. <br /> <br />e. Entire Agreement. This Agreement, together with the Provider’s License Agreement, <br />Professional Services Agreement, and Support/Maintenance Agreement, the RFP and its <br />attachments, and the Proposal and its attachments, 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 />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 <br />things shall become the property of the County and may be used on any other project <br />without additional compensation to the Provider. The use of the documents, items or <br />things by the County or by any person or entity for any purpose other than the Project as <br />set forth in this Agreement shall be at the full risk of the County. <br /> <br />h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and <br />the validity of this Agreement is based upon the availability of public funding under the <br />authority of its statutory mandate. <br /> <br />In the event that public funds are unavailable and not appropriated for the performance of <br />DocuSign Envelope ID: D1041CA6-DBD4-42BE-8B32-7C592BF2BA15DocuSign Envelope ID: 3E613CA5-0A37-4CD3-890F-47CC5E2F38B1