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30 <br /> Provider and any subcontractors of Provider are and shall remain in compliance <br /> with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing <br /> this Agreement Provider certifies that Provider has not been identified, and has not <br /> utilized the services of any agent or subcontractor identified, on the list created by <br /> the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement <br /> Provider certifies that Provider has not been identified, and has not utilized the <br /> services of any agent or subcontractor identified, on the list created by the State <br /> Treasurer pursuant to G.S. 147-86.81. <br /> r. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek <br /> damages with respect to any provision of, or the performance or non-performance <br /> of, this Agreement shall be brought in the General Court of Justice of North <br /> Carolina sitting in Orange County, North Carolina. It is agreed by the parties that <br /> no other court shall have jurisdiction or venue with respect to such suits or actions. <br /> Binding arbitration may not be initiated by either Party, however, the Parties may <br /> agree to nonbinding mediation of any dispute prior to the bringing of a suit or <br /> action. <br /> S. Entire Agreement. This Agreement, together with the RFP and its attachments and <br /> the Proposal and its attachments, represents the entire and integrated agreement <br /> between the County and the Provider and supersedes all prior negotiations, <br /> representations or agreements, either written or oral. This Agreement may be <br /> amended only by written instrument signed by both parties. Modifications may be <br /> evidenced by facsimile signatures. <br /> t. 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. Each party shall retain ownership of its respective pre-existing Intellectual <br /> Pro e <br /> u. Ownership of Work Product. Should Provider's performance of this Agreement <br /> generate documents,items or things that are specific to this Project such documents, <br /> items or things shall become the property of the County and may be used on any <br /> other project without additional compensation to the Provider. The use of the <br /> documents,items or things by the County or by any person or entity for any purpose <br /> other than the Project as set forth in this Agreement shall be at the full risk of the <br /> County. <br /> V. Non-Appropriation and Government Action. Provider acknowledges that County is <br /> a governmental entity, and the validity of this Agreement is based upon the <br /> availability of public funding under the authority of its statutory mandate. The <br /> County shall make payment to the Provider within thirty_(30) calendar days of <br /> receipt of a properly submitted invoice for work that has been satisfactorily <br /> performed in accordance with this Contract. Payment to the Provider shall be <br /> contingent upon the County's's receipt of funds under the applicable federal award. <br /> In the event the County does not receive such funding, the Count.. shall <br /> written notification to the Provider prior to the commencement of any services.No <br /> services shall be performed, and no payment shall be due, unless and until funding <br /> is confirmed and written notice is provided. <br /> Revised 01/24 7 <br />