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Docusign Envelope ID : OA3F1D3D-B676-8864-82F4-OCBECDBE83E5 <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 counter og v/departments/purchasingmdivision/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 /> I <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 /> i <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 /> 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 f <br /> unavailability or non-appropriation of public funds . It is expressly agreed that County <br /> shall not activate this non- appropriation provision for its convenience or to circumvent <br /> the requirements of this Agreement. <br /> i <br /> Revised 01 / 24 <br /> 6 <br /> s <br />