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Revised 12/18 <br />7 <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.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 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 /> <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 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 /> <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 /> <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 />DocuSign Envelope ID: F8EBDA2B-E1C9-4C03-80ED-E37FE36A5811