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DocuSign Envelope ID:263713C2-C652-4F0D-A49E-D7FE86601625 <br /> all times remain in compliance with all applicable local, state, and federal laws,rules, and regulations <br /> including but not limited to all state and federal anti-discrimination laws,policies,rules, and <br /> regulations 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.). Any violation of <br /> the Orange County Non-Discrimination Policy is a breach of this Agreement and County may <br /> immediately terminate this Agreement without further obligation on the part of the County. This <br /> paragraph is not intended to limit and does not limit the definition of breach to discrimination. <br /> d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect <br /> to any provision of, or the performance or non-performance of, this Agreement shall be brought in <br /> the General Court of Justice of North Carolina sitting in Orange County,North Carolina. It is agreed <br /> by the parties that no 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 agree to <br /> nonbinding mediation of any dispute prior to the bringing of such suit or action. <br /> e. Entire Agreement. This Agreement, together with the RFP and its attachments and the Proposal <br /> and its attachments, represents the entire and integrated agreement between the County and the <br /> Provider and supersedes all prior negotiations,representations or agreements, either written or oral. <br /> This Agreement may be amended only by written instrument signed by both parties. Modifications <br /> may be evidenced by facsimile signatures. <br /> f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the <br /> remainder of this Agreement shall be valid and binding upon the 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 shall <br /> become the property of the County and may be used on any other project without additional <br /> compensation to the Provider. The use of the documents, items or things by the County or by any <br /> person or entity for any purpose other than the Project as set forth in this Agreement shall be at the <br /> full risk of the County. <br /> h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity <br /> of this Agreement is based upon the availability of public funding under the authority of its statutory <br /> mandate. <br /> In the event that public funds are unavailable and not appropriated for the performance of County's <br /> obligations under this Agreement, then this Agreement shall automatically expire without penalty to <br /> County immediately upon written notice to Provider of the unavailability and non-appropriation of <br /> public funds. It is expressly agreed that County shall not activate this non-appropriation provision for <br /> its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal <br /> measure during a substantial fiscal crisis. Revised 2i17 7 <br />