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6 <br /> <br /> <br />UNC SOM # 23-0415.t002 <br /> <br /> <br />g. 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. By executing this Agreement Provider affirms that Provider and any <br />subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter <br />64 of the North Carolina General Statutes. By executing this Agreement Provider certifies <br />that Provider has not been identified, and has not utilized the services of any agent or <br />subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147- <br />86.58, for this Agreement. By executing this Agreement Provider certifies that Provider has <br />not been identified and has not utilized the services of any agent or subcontractor <br />identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81 for this <br />Agreement. <br /> <br />h. 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 />i. 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 />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 <br />be initiated by either Party, however, the Parties may agree to nonbinding mediation of <br />any dispute prior to the bringing of such suit or action. <br /> <br />j. Entire Agreement. This Agreement represents the entire and integrated agreement <br />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 />k. 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 />l. Fair Market Value. The County and the Provider acknowledge and agree that the <br />compensation set forth in this Agreement is commercially reasonable and represents the <br />fair market value of the services to be provided. Further, this Agreement has been <br />negotiated in an arm’s-length transaction and has not been determined in a manner that <br />takes into account the volume or value of referrals or other business that may be generated <br />between the parties. <br /> <br />m. Headings. Headings have been included in this Agreement solely for convenience and <br />shall not be considered a part of this Agreement for any purpose relating to the <br />DocuSign Envelope ID: DA5A0C90-825A-46C3-AEEC-168419C4CF51DocuSign Envelope ID: E08608D0-5D38-4AC9-ADD5-47690F15D8A5