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Docusign Envelope ID : AD8B6265-05E0 -485E-B34C-07276CB77A52 <br /> identified, and has not utilized the services of any agent or subcontractor identified, on the <br /> list created by the State Treasurer pursuant to G . S . 147 - 86 . 81 . <br /> c <br /> d . Dispute Resolution . Any and all suits or actions to enforce, interpret or seek damages with <br /> respect to any provision of, or the performance or non-performance of, this Agreement <br /> shall be brought in the General Court of Justice of North Carolina sitting in Orange <br /> 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 be <br /> initiated by either Party, however, the Parties may agree to nonbinding mediation of any <br /> i <br /> dispute prior to the bringing of a 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 the <br /> P p � g <br /> 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 , is <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 things <br /> shall become the property of the County and may be used on any other project without <br /> additional compensation to the Provider . The use of the documents , items or things by the <br /> County 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 and Government Action . Provider acknowledges that County is a <br /> E <br /> governmental entity, and the validity of this Agreement is based upon the availability of <br /> public funding under the authority of its statutory mandate . j' <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 /> E: <br /> expire without penalty to County immediately upon written notice to Provider of the <br /> 4 <br /> unavailability or non-appropriation of public funds . It is expressly agreed that County shall <br /> not activate this non- appropriation provision for its convenience or to circumvent the <br /> 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 /> i . Signatures . This Agreement together with any amendments or modifications may be <br /> executed electronically . All electronic signatures affixed hereto evidence the consent of <br /> the Parties to utilize electronic signatures and the intent of the Parties to comply with <br /> Revised 01 / 24 7 <br />