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Revised 01/24 <br />6 <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.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 />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 /> <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 /> <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 /> <br />In the event of any conflict or inconsistency among the Contract Documents the following <br />order of precedence shall apply: <br /> <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 /> <br />Except as expressly stated otherwise, the terms of this Agreement shall prevail. <br />(Contract Specific Revision 11/13/25) <br /> <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 /> <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 />Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6