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actions. The Parties may agree to nonbinding mediation of any dispute prior to <br />the bringing of such suit or action. <br />11. Extent of Agreement. This Agreement represents the entire and integrated <br />agreement between the County and the Speedway and supersedes all prior <br />negotiations, representations or agreements, either written or oral. This <br />Agreement may be amended only by written instrument signed by both parties. <br />Modifications may be evidenced by facsimile signatures. <br />12. 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 <br />the Parties. <br />13. Non-Appropriation. The Speedway acknowledges that County is a governmental <br />entity, and the validity of this Agreement is based upon the availability of public <br />funding under the authority of its statutory mandate. In the event that public <br />funds are unavailable and not appropriated for the performance of County's <br />obligations under this Agreement, then this Agreement shall automatically expire <br />without penalty to County immediately upon written notice to Speedway of the <br />unavailability and non-appropriation of public funds. It is expressly agreed that <br />County shall not activate this non-appropriation provision for its convenience or <br />to circumvent the requirements of this Agreement, but only as an emergency <br />fiscal measure during a substantial fiscal crisis. <br />In the event of a change in the County's statutory authority, mandate and/or <br />mandated functions, by state and/or federal legislative or regulatory action, which <br />adversely affects County's authority to continue its obligations under this <br />Agreement, then this Agreement shall automatically terminate without penalty to <br />County upon written notice to Speedway of such limitation or change in County's <br />legal authority. <br />14. Notice. Any notice required by this Agreement shall be in writing and delivered <br />by certified or registered mail, return receipt requested to the following: <br />Orange County Orange County Speedway <br />Attention: Director Emergency Services Attention: Director of Operations <br />P.O. Box 8181 Post Office Box 107 <br />Hillsborough, NC 27278 Rougemont, NC 27572-8865 <br />IN WITNESS WHEREOF, the parties hereto have duly and validly authorized and <br />executed this contract as of the date first above written. <br />Draft <br />Page 5 <br />