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Revised 01/24 7 <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 />Property. <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 receipt of funds under the applicable federal award. <br />In the event the County does not receive such funding, the County shall provide <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 />Docusign Envelope ID: 2559C90D-4549-45D0-8554-7958990EE7B9