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7 <br /> <br /> <br />pursuant to G.S. 147-86.81. <br /> <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 and <br />federal non-discrimination laws, policies, rules, and regulations and the Orange County Non- <br />Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated <br />herein by reference and 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 definition <br />of breach to discrimination. <br /> <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 shall <br />be brought in the General Court of Justice of North Carolina sitting in Orange County, North <br />Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with <br />respect to such suits or actions. Binding arbitration may not be initiated by either Party, <br />however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing <br />of such suit or action. <br /> <br />e. 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 Parties. <br /> <br />f. 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 /> <br />g. 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 /> <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 expire <br />without penalty to County immediately upon written notice to Provider of the unavailability <br />and non-appropriation of public funds. It is expressly agreed that County shall not activate <br />this non-appropriation provision for its convenience or to circumvent the requirements of this <br />Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. <br /> <br />In the event of a change in the County’s statutory authority, mandate and/or mandated <br />functions, by state and/or federal legislative or regulatory action, which adversely affects <br />County’s authority to continue its obligations under this Agreement, then this Agreement <br />shall automatically terminate without penalty to County upon written notice to Provider of <br />such limitation or change in County’s legal authority. <br /> <br />h. Compliance With The Contract Work Hours And Safety Standard Act (40 U.S.C. 3701- <br />3708). Should this Agreement involve federal funds in excess of $100,000 and the <br />employment of mechanics or laborers, including watchmen and guards, Provider shall <br />comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations <br />DocuSign Envelope ID: 92BCDD28-5585-44EC-AACE-5AACE73A019A