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County Non-Discrimination Policy and Orange County Living Wage Policy (each <br /> Orange County policy is incorporated herein by reference and may be viewed at <br /> htip : //www. orangecouniync. 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 represents the entire and integrated agreement <br /> 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 , 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 /> 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 /> In the event that public funds are unavailable or 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 or 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. <br /> In the event of a change in the County ' s statutory authority, mandate or mandated <br /> functions, by state 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 <br /> of such limitation or change in County ' s legal authority. <br /> Revised 01 / 24 <br /> 6 <br />