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Revised 2/17 6 <br />c. Non-Discrimination and Living Wage. Provider shall at all times remain in compliance <br />with all applicable local, state, and federal laws, rules, and regulations. Provider shall at <br />all times remain in compliance with all applicable local, state, and federal laws, rules, <br />and regulations including but not limited to all state and federal anti-discrimination laws, <br />policies, rules, and regulations and the Orange County Non-Discrimination Policy and <br />Orange County Living Wage Policy (each policy is incorporated herein by reference and <br />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 <br />definition of breach to discrimination. <br /> <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 /> <br />e. Entire Agreement. This Agreement, together with the RFP and its attachments and the <br />Proposal and its attachments, represents the entire and integrated agreement between the <br />County and the Provider and supersedes all prior negotiations, representations or <br />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 />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, 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 /> <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 /> <br />In the event that public funds are unavailable and 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 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 />DocuSign Envelope ID: 263713C2-C652-4F0D-A49E-D7FE86601625DocuSign Envelope ID: 1E7F5B77-9E4B-45B4-AC2D-D395CD0EEC14