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b. Governing_Law. This Agreement and the duties, responsibilities, obligations and <br />rights of respective parties hereunder shall be governed by the laws of the State of <br />North Carolina. <br />c. 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 />The Parties may agree to nonbinding mediation of any dispute prior to the bringing <br />of such suit or action. <br />d. Entire Agreement. This Agreement 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 />e. 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 />f. Non-Appropriation. Provider acknowledges that County is a governmental entity, <br />and the validity of this Agreement is based upon the availability of public funding <br />under the authority of its statutory mandate. <br />In the event that public funds are unavailable and clot appropriated for the <br />performance of County's obligations under this Agreement, then this Agreei~.:;. <br />shall automatically expire without penalty to County immediately upon written <br />notice to Provider of the unavailability and non-appropriation of public funds. It is <br />expressly agreed that County shall not activate this non-appropriation provision for <br />its convenience or to circumvent the requirements of this Agreement, but only as <br />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 <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 Provider of such limitation or change in County's <br />legal authority. <br />g. Notices. 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 Provider's Name <br />Attention: Rosemary Summers <br />P.O. Box 8181 <br />Hillsborough, NC 27278 <br />6 <br />