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7 Revised 01/24 <br />violation of this requirement is a breach of this Agreement and County and/or Town may <br />immediately terminate this Agreement without further obligation on the part of the County <br />or Town. This paragraph is not intended to limit and does not limit the definition of breach <br />to discrimination. By executing this Agreement Provider affirms that Provider and any <br />subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter <br />64 of the North Carolina General Statutes. By executing this Agreement Provider certifies <br />that 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 />6.58. By executing this Agreement Provider certifies that Provider has not been identified and has <br />not utilized the services of any agent or subcontractor identified, on the list created by the State <br />Treasurer pursuant to G.S. 147-86.81. <br /> <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 jurisdiction <br />or venue with respect to such suits or actions. Binding arbitration may not be initiated by <br />either Party; however, the Parties may agree to nonbinding mediation of any dispute prior <br />to the bringing of a suit or action. <br /> <br />e. Entire Agreement. This Agreement, together with the RFQ and its attachments and the <br />Proposal and its attachments, represents the entire and integrated agreement between the <br />County, the Town, and the Provider and supersedes all prior negotiations, representations, <br />or agreements, either written or oral. No other warranties, inducements, considerations, <br />promises, or interpretations shall be implied or impressed upon this Agreement that are <br />not expressly addressed herein. This Agreement may be amended only by a written <br />instrument signed by both parties. Modifications may be evidenced by facsimile <br />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 things <br />shall become the property of the County and Town and may be used on any other project <br />without additional compensation to the Provider. The use of the documents, items or things <br />by the County or Town 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 and the Town. <br /> <br />h. Non-Appropriation and Government Action. Provider acknowledges that County and the <br />Town are governmental entities, and the validity of this Agreement is based upon the <br />availability of public funding under the authority of its statutory mandate. <br /> <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 />expire without penalty to County or Town immediately upon written notice to Provider of <br />the unavailability or non-appropriation of public funds. It is expressly agreed that County <br />and/or Town shall not activate this non-appropriation provision for its convenience or to <br />circumvent the requirements of this Agreement. <br />Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77