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8 <br />10.4.1 Any and all suits or actions to enforce, interpret or seek damages with respect to <br />any provision of, or the performance or non-performance of, this Agreement shall be brought in <br />the General Court of Justice of North Carolina sitting in Orange County, North Carolina and it is <br />agreed by the parties that no other court shall have jurisdiction or venue with respect to such <br />suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the <br />bringing of such suit or action. <br />10.5 Extent of Agreement <br />10.5.1 This Agreement, together with the attachments all of which constitute the <br />Contract Documents, represents the entire and integrated agreement between the County and the <br />Consultant and supersedes all prior negotiations, representations or agreements, either written or <br />oral. Except as provided herein, in the event of a conflict among the terms of the Contract <br />Documents, the terms of this Agreement shall prevail. This Agreement may be amended only by <br />written instrument signed by both parties. Modifications may be evidenced by facsimile <br />signatures. <br />10.6 Severability <br />10.6.1 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 Parties. <br />10.7 Ownership of Deliverables <br />10.7.1 All Deliverables, together with all supporting materials, source documentation, <br />data collected, field notes, and working drafts, developed in the performance of this Agreement <br />shall become the property of the County and may be used on any other project without additional <br />compensation to the Consultant. The use of the Deliverables by the County or by any person or <br />entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk <br />of the County. <br />10.8 Non-Appropriation <br />10.8.1 Consultant acknowledges that County is a governmental entity, and the validity of <br />this Agreement is based upon the availability of public funding under the authority of its <br />statutory mandate. <br />In the event that public funds are unavailable and not appropriated .for the performance of <br />County's obligations under this Agreement, then this Agreement shall automatically expire <br />without penalty to County immediately upon written notice to Consultant of the unavailability <br />and non-appropriation of public funds. It is expressly agreed that County shall not activate this <br />non-appropriation provision for its convenience or to circumvent the requirements of this <br />Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. <br />In the event of a change in the County's statutory authority, mandate and/or mandated functions, <br />by state and/or federal legislative or regulatory action, which adversely affects County's <br />authority to continue its obligations under this Agreement, then this Agreement shall <br />automatically terminate without penalty to County upon written notice to Consultant of such <br />limitation or change in County's legal authority. <br />Revised July 2010 <br />7 <br />