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Revised 11/19 6 <br />breach to discrimination. By executing this Agreement Provider affirms that Provider <br />and any subcontractors of Provider are and shall remain in compliance with Article 2 of <br />Chapter 64 of the North Carolina General Statutes. By executing this Agreement <br />Provider certifies that Provider has not been identified, and has not utilized the services <br />of any agent or subcontractor identified, on the list created by the State Treasurer <br />pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that <br />Provider has not been identified, and has not utilized the services of any agent or <br />subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147- <br />86.81. <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 a suit or action. <br /> <br />e. Entire Agreement. This Agreement together with its attachments and the Proposal and <br />its attachments, represents the entire and integrated agreement between the County and <br />the Provider and supersedes all prior negotiations, representations or agreements, either <br />written or oral. In the event of a conflict among the terms of the Contract Documents, <br />the terms of this Agreement shall have any priority in any conflict between the terms of <br />referenced documents, then the attachments to the Agreements. This Agreement may be <br />amended only by written instrument signed by both parties. Modifications may be <br />evidenced by 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, 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 /> <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 /> <br />In the event that public funds are unavailable and 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 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. <br />DocuSign Envelope ID: 611A911C-6F59-40BA-A31F-AF9027EEB611