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subcontractors are and shall remain in compliance with Article 2 of Chapter 64 of <br />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 <br />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 <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. <br />c. Non-Discrimination. Provider shall at all times remain in compliance with all <br />applicable local, state, and federal laws, rules, and regulations including but not <br />limited to all state and federal anti-discrimination laws, policies, rules, and regulations <br />and the Orange County Non-Discrimination Policy and Orange County Living Wage <br />Policy (each policy is incorporated herein by reference and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php). <br />Any violation of this requirement is a breach of this Agreement, and the Sheriff may <br />immediately terminate this Agreement without further obligation on the part of the <br />Sheriff. This paragraph is not intended to limit and does not limit the definition of <br />breach to discrimination. <br />d. Dispute Resolution. Any and all suits or actions to enforce, interpret, or seek <br />damages with respect to any provision of, or the performance or non-performance <br />of, this Agreement shall be brought in the General Court of Justice of North <br />Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no <br />other court shall have jurisdiction or venue with respect to such suits or actions. <br />Binding arbitration may not be initiated by either Party; however, the Parties may <br />agree to nonbinding mediation of any dispute prior to the bringing of such suit or <br />action. <br />e. Entire Agreement. This Agreement represents the entire and integrated agreement <br />between the Sheriff and the Provider and supersedes all prior negotiations, <br />representation, or agreements, either written or oral. This Agreement may be <br />amended only by written instrument signed by both parties. Modifications may be <br />evidence by 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 the Agreement shall be valid and binding upon the <br />Parties. <br />g. Ownership of Work Product. Should Provider’s performance of this Agreement <br />generate documents, items, or things that are specific to this Project, such <br />documents, items, or things shall become the property of the Sheriff and may be <br />used on any other project without additional compensation to the Provider. The use <br />of the documents, items, or things by the Sheriff or by any person or entity for any <br />purpose other than the Project as set forth in this Agreement shall be at the full risk <br />of the Sheriff. <br />h. Non-Appropriation. Provider acknowledges that the Sheriff’s Office is funded by <br />county government, and the validity of this Agreement is based upon the availability <br />of public funding under the authority of its statutory mandate and subject to <br />appropriations made by the Orange County Board of Commissioners. <br />Docusign Envelope ID: 57B8CAEA-5B53-40D6-BBFB-DA6FFEBE77CDDocusign Envelope ID: 8602A585-4937-4651-A46F-B3BF57DB1E26