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8 <br /> on the list created by the State Treasurer pursuant to G.S. 147-86.81. <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 <br /> Orange County policy is incorporated herein by reference and may be viewed at <br /> http://www.oran eg coLi t c. 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 state or federal court of competent jurisdiction sitting <br /> in Orange County, North Carolina. It is agreed by the parties that no other court shall <br /> have jurisdiction or venue with respect to such suits or actions. Binding arbitration may <br /> not be initiated by either Party, however, the Parties may agree to nonbinding mediation <br /> of any dispute prior to the bringing of such suit or action. <br /> e. Entire Agreement. This Agreement, including Attachment 1, represents the entire and <br /> integrated agreement between the County and the Provider and supersedes all prior <br /> negotiations, representations or agreements, either written or oral. This Agreement may <br /> be amended only by written instrument signed by both parties. Modifications may be <br /> evidenced by 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. Subject to Section B3 ("Ownership") of Attachment 1, <br /> should Provider's performance of this Agreement generate documents, items or things <br /> that are specific to this Project such documents, items or things shall become the <br /> property of the County and may be used on any other project without additional <br /> compensation to the Provider. The use of the documents, items or things by the County <br /> 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 /> 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 /> Revised 01/24 VENDOR EDITS v4 <br /> 6 <br />