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35 <br /> Modifications may be evidenced by telefacsimile signature. The Agreement together with any <br /> amendments or modifications may be executed electronically. All electronic signatures affixed <br /> hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the <br /> parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. <br /> 5. Governing Law and Priority: Both parties agree the Agreement is governed by the laws of the State of <br /> North Carolina and Orange County. Provider shall at all times remain in compliance with all <br /> applicable local, state, and federal laws, rules, and regulations including but not limited to all <br /> state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County <br /> Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy <br /> is incorporated herein by reference and may be viewed at <br /> http://www.orangecoun , nc. og v/departments/purchasing`division/contracts_php.). Any violation <br /> of this requirement is a breach of the Agreement and County may immediately terminate the <br /> Agreement without further obligation on the part of the County. This paragraph is not intended to <br /> limit and does not limit the definition of breach to discrimination. By executing the Agreement <br /> Provider certifies that Provider has not been identified, and has not utilized the services of any <br /> agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147- <br /> 86.58. By executing the Agreement Provider certifies that Provider has not been identified, and <br /> has not utilized the services of any agent or subcontractor identified, on the list created by the <br /> State Treasurer pursuant to G.S. 147-86.81. By executing the Agreement Provider affirms <br /> Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina <br /> General Statutes. In addition to this Addendum, should any documents, exhibits, or other <br /> addenda be attached to the Agreement, the terms of this Addendum shall have priority in any <br /> conflict with or among the terms of the Agreement and such referenced documents, exhibits, or <br /> other addenda. <br /> 6. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be resolved by <br /> nonbinding mediation in Orange County,North Carolina or within twenty-five (25)miles thereof. <br /> If such mediation fails either party may initiate litigation to resolve the dispute. Should either <br /> party initiate litigation to settle any dispute involving the terms of the Agreement such litigation <br /> shall be initiated in the General Court of Justice of North Carolina seated in Orange County, <br /> North Carolina. Regardless of the outcome of said litigation each party is responsible for its own <br /> costs and fees, including attorneys' fees. <br /> 7. Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of the <br /> 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 or not appropriated for the performance of <br /> County's obligations under the Agreement, then the Agreement shall automatically expire <br /> without penalty or further obligation to County immediately upon written notice to Provider of <br /> the unavailability or non-appropriation of public funds. <br /> IN TESTIMONY WHEREOF, this Addendum has been executed by the parties hereto, as of the date first above <br /> written. <br /> ORANGE COUNTY PROVIDER <br /> Travis Myren Emily Ritzler,AICP <br /> County Manager Senior Vice President <br /> Revised 01/24 <br />