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8 <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 Orange <br /> County policy is incorporated herein by reference and may be viewed at <br /> http://www.oran eg countync. o�partments/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 /> 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 <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 be <br /> initiated by either Party, however, the Parties may agree to nonbinding mediation of any <br /> 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,representations <br /> or agreements, either written or oral. This Agreement may be amended only by written <br /> instrument signed by both parties. Modifications may be evidenced by facsimile <br /> signatures. <br /> The Master Services Agreement and Orders are also signed as part of the contracting <br /> process, so we need a hierarchical integration clause. This Agreement, together with the <br /> Master Services Agreement, all Orders, Statements of Work, and any exhibits or <br /> attachments hereto (collectively, the "Contract Documents"), constitutes the entire <br /> understanding between the parties and supersedes all prior or contemporaneous written or <br /> oral communications, representations, or agreements relating to its subject matter. <br /> In the event of any conflict or inconsistency among the Contract Documents the following <br /> order of precedence shall apply: <br /> (a) this Agreement <br /> (b)the applicable Order or Statement of Work <br /> (c) the Master Services Agreement <br /> (d) any other referenced documents, exhibits or attachments. <br /> Except as expressly stated otherwise,the terms of this Agreement shall prevail. <br /> (Contract Specific Revision 11/13/25) <br /> £ 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 created expressly and exclusively for use by the County, such documents shall <br /> Revised 01/24 <br /> 6 <br />