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Docusign Envelope ID : 08E91030-922D-4709-869D- 15E7C7C2215I3 <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 Orange <br /> County policy is incorporated herein by reference and may be viewed at <br /> http : //www . orangecountyne . 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 /> 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 /> 9 <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 /> 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 things <br /> shall become the property of the County and may be used on any other project without <br /> additional compensation to the Provider. The use of the documents , items or things by the <br /> County or by any person or entity for any purpose other than the Project as set forth in this <br /> Agreement shall be at the full risk of the County . <br /> h . Non -Appropriation . Provider acknowledges that County is a governmental entity, and the <br /> validity of this Agreement is based upon the availability of public funding under the <br /> authority of its statutory mandate . <br /> In the event that public funds are unavailable or not appropriated for the performance of <br /> County ' s obligations under this Agreement, then this Agreement shall automatically <br /> expire without penalty to County immediately upon written notice to Provider of the <br /> unavailability or non- appropriation of public funds . It is expressly agreed that County shall <br /> not activate this non - appropriation provision for its convenience or to circumvent the <br /> Revised 01 / 24 <br /> 6 <br />