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Docusign Envelope ID : 2559C90D-4549-45D0-8554-7958990EE7B9 <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 /> Revised 01 / 24 7 <br />