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ii) Should this Agreement be terminated, the County shall deliver to PHS within <br />seven (7) days, at no additional cost, all deliverables including any electronic data <br />or files relating to this Agreement. <br />d. Waiver. The continuation of services by the County under this Agreement or the failure <br />of the County to require compliance by the PHS with any provisions of this Agreement <br />or the waiver by the County of any breach of this Agreement shall not constitute a <br />waiver of any claim for damages by the County for any breach of this Agreement or a <br />waiver of any other required compliance with this Agreement. <br />11. Additional Provisions <br />a. Limitation and Assi nment. The County and the PHS each bind themselves, their <br />successors, assigns and legal representatives to the terms of this Agreement. Neither the <br />County nor the PHS shall assign or transfer its interest in this Agreement without the <br />written consent of the other. <br />b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights <br />of respective parties hereunder shall be governed by the laws of the State of North <br />Carolina. <br />c. Dispute Resolution. Any and all suits or actions to. enforce, interpret or seek damages <br />with respect to any provision of, or the performance or non-performance of, this <br />Agreement shall be brought in the General Court of Justice of North Carolina sitting in <br />Orange County, North Carolina. It is agreed by the parties that no other court shall have <br />jurisdiction or venue with respect to such suits or actions. The Parties may agree to <br />nonbinding mediation of any dispute prior to the bringing of such suit or action. <br />d. Entire Agreement. This Agreement represents the. entire and integrated agreement <br />between the County and the PHS and supersedes all prior negotiations, representations <br />or agreements, either written or oral. This Agreement may be amended only by written <br />instrument signed by both parties. Modifications may be evidenced by facsimile <br />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 the <br />Parties. <br />f. Non-Appropriation. PHS acknowledges that County is a governmental entity, and the <br />validity of this Agreement is based upon the availability of public funding under the <br />authority of its 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 <br />expire without penalty to County immediately upon written notice to PHS of the <br />unavailability and non-appropriation of public funds. It is expressly agreed that County <br />shall not activate this non-appropriation provision for its convenience or to circumvent <br />the requirements of this Agreement, but only as an emergency fiscal measure during a <br />substantial fiscal crisis. <br />Revised April 2010 <br />6 <br />