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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 <br /> 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 <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 /> 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 <br /> Orange County policy is incorporated herein by reference and may be viewed at <br /> http ://www. oran eg coon nc . og v/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 <br /> definition of breach to discrimination. <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 such suit or action. <br /> e . 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 /> 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 /> 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 /> 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 /> Revised O1 / 24 <br /> 6 <br />