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ARPA Sourced 02-22 V3 <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 identified, on the list <br />created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement <br />Provider certifies that Provider has not been identified, and has not utilized the services of any <br />agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. <br />147-86.81. <br />c.Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, <br />state, and federal laws, rules, and regulations including but not limited to all state and federal <br />non-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 <br />violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and <br />County may immediately terminate this Agreement without further obligation on the part of the <br />County. This paragraph is not intended to limit and does not limit the definition of breach to <br />discrimination. <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 shall be <br />brought in the General Court of Justice of North Carolina sitting in Orange County, North <br />Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with <br />respect to such suits or actions. Binding arbitration may not be initiated by either Party, <br />however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of <br />such suit or action. <br />e.Entire Agreement. This Agreement represents the entire and integrated agreement between the <br />County and the Provider and supersedes all prior negotiations, representations or agreements, <br />either written or oral. This Agreement may be amended only by written instrument signed by <br />both parties. Modifications may be evidenced by facsimile signatures. <br />f.Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, <br />the remainder of this Agreement shall be valid and binding upon the Parties. <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 shall <br />become the property of the County and may be used on any other project without additional <br />compensation to the Provider. The use of the documents, items or things by the County or by <br />any person or entity for any purpose other than the Project as set forth in this Agreement shall <br />be at the full risk of the County. <br />h.Non-Appropriation. Provider acknowledges that County is a governmental entity, and the <br />validity of this Agreement is based upon the availability of public funding under the authority <br />of its statutory mandate. <br />DocuSign Envelope ID: 90FFEC8F-F003-48CC-B574-1E7A91E0C012