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DocuSign Envelope ID:D8CCE739-BC40-475F-83D5-EB8CB65D9E58 <br /> 7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be <br /> bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the <br /> Agreement between the parties unless and until modified in writing and signed by the parties. Modifications <br /> may be evidenced by telefacsimile signature. This Agreement together with any amendments or <br /> modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of <br /> the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. <br /> 8. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the <br /> State of North Carolina. Provider shall at all times remain in compliance with all applicable local, state, and <br /> federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, <br /> policies, rules, and regulations and the Orange County Anti-Discrimination Policy. Any violation of this <br /> requirement is a breach of this Agreement and County may immediately terminate this Agreement without <br /> further obligation on the part of the County. This paragraph is not intended to limit and does not limit the <br /> definition of breach to discrimination. By executing this Agreement Provider affirms that Provider is and <br /> shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By <br /> executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the <br /> services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. <br /> In determining the basic services to be provided, should any documents be referenced in or attached to this <br /> Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents <br /> and the terms of this Agreement. <br /> 9. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be <br /> resolved by nonbinding mediation. Should either party initiate litigation to settle any dispute involving the <br /> terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina <br /> seated in Orange County,North Carolina. <br /> 10. 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 authority of its statutory <br /> mandate. In the event that public funds are unavailable and not appropriated for the performance of County's <br /> obligations under this Agreement, then this Agreement shall automatically expire without penalty to County <br /> immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. <br /> IN WITNESS WHEREOF,Orange County and the Provider have signed this Agreement, effective <br /> as of the day first written above. <br /> OR S'OIIINTY PR 1 heed by: <br /> 5utivu 61(t. <br /> By: €e9ee€s4B6a6e... By: R7�FB96on65... <br /> Department Director Title: <br /> 200 S. Cameron St. Functional Fitness - Kevin Kirk <br /> P.O. Box 8181 605 Eastowne Dr., Suite C <br /> Hillsborough,NC 27278 Chapel Hill,NC 27514 <br /> Revised 6/16 3 <br />