Orange County NC Website
Browse       Search
DocuSign Envelope ID:9BFA37E2-D334-4AF6-BE2F-3DEC4FCCF3C4 <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 policy <br /> is incorporated herein by reference and may be viewed at <br /> http://www.oran ec�ogI tync• og v/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 <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 as modified represents the entire and integrated <br /> agreement 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 /> g. Ownership of Work Product. Should Provider's performance of this Agreement generate <br /> documents that are specific to this Project such documents shall become the property of <br /> the County and may be used on any other project without additional compensation to the <br /> Provider. The use of the documents by the County or by any person or entity for any <br /> purpose other than the Project as set forth in this Agreement shall be at the full risk of <br /> the County. <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. Notwithstanding the foregoing, if project is cancelled, <br /> County shall be responsible for all costs incurred up to the point of such termination. <br /> i. In the event that public funds are unavailable and not appropriated for the performance <br /> of 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 and 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, but only as an emergency fiscal measure during a <br /> substantial fiscal crisis. Notwithstanding the foregoing, if project is cancelled, County <br /> shall be responsible for all costs incurred up to the point of such termination. <br /> Revised 12/18 <br /> 7 <br />