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DocuSign Envelope ID: F4D38498-6182-495F-9F57-49F44D76229A <br /> Agreement Provider affirms that Provider and any subcontractors of Provider are and <br /> shall remain in compliance with Article 2 of Chapter 64 of the North Carolina <br /> General Statutes. By signing this Agreement, Providers certifies that they have not <br /> been identified nor utilized the services of any subcontractor on the list created by the <br /> State Treasurer pursuant to G.S. 147-86.58 <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 <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 <br /> may not be initiated by either Party, however, the Parties may agree to nonbinding <br /> mediation of any dispute prior to the bringing of such suit or action. <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 <br /> the 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 /> 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 <br /> generate documents, items or things that are specific to this Project such documents, <br /> items or things shall become the property of the County and may be used on any other <br /> project without additional compensation to the Provider. The use of the documents, <br /> items or things by the County or by any person or entity for any purpose other than <br /> the Project as 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 <br /> the authority of its statutory mandate. <br /> In the event that public funds are unavailable and not appropriated for the <br /> performance of County's obligations under this Agreement, then this Agreement shall <br /> automatically expire without penalty to County immediately upon written notice to <br /> Provider of the unavailability and non-appropriation of public funds. It is expressly <br /> agreed that County shall not activate this non-appropriation provision for its <br /> convenience or to circumvent the requirements of this Agreement, but only as an <br /> emergency fiscal measure during a substantial fiscal crisis. <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 <br /> 8 <br /> Revised March 23,2016 <br />