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3. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of <br />respective parties hereunder shall be governed by the laws of the State of North Carolina. <br />4. 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 />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 amended <br />only by written instrument signed by both parties. Modifications may be evidenced by <br />facsimile signatures. <br />6. 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 />7. Ownership of Work Product. Should Provider's performance of this Agreement generate <br />documents, items or things that are specific to this Project such documents, items or <br />things shall become the property of the County and may be used on any other project <br />without additional compensation to the Provider. The use of the documents, items or <br />things by the County or by any person or entity for any purpose other than the Project as <br />set forth in this Agreement shall be at the full risk of the County. <br />8. Additional Terms and Condition. The County may have additional terms and conditions <br />that shall be provided as an attachment(s) and is (are) hereby incorporated by reference. <br />Precedence Among Contract Documents: In the event of a conflict between or among the <br />terms of the Contract Documents, the terms in the Contract Document with the highest <br />relative precedence shall prevail. The order of precedence shall be the order of <br />documents as listed in Section A above, with this contract document having the highest <br />precedence then the first listed document and the last-listed document having the lowest <br />precedence. If there are multiple Contract Amendments, the most recent amendment <br />shall have the highest precedence and the oldest amendment shall have the lowest <br />precedence. <br />10. Non-Appropriation. Provider 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. In the event that public funds are unavailable and not <br />appropriated for the performance of County's obligations under this Agreement, then this <br />Agreement shall automatically expire without penalty to County immediately upon <br />written notice to Provider of the unavailability and non-appropriation of public funds. <br />11. Notices. Any notice required by this Agreement shall be in writing and delivered by <br />certified or registered mail, return receipt requested to the following: <br />Orange County <br />Attention: Housing, Human Rights and <br />Community Development Director <br />P.O. Box 8181 <br />Hillsborough, NC 27278 <br />Provider's Name <br />CHICLE <br />101 E. Weaver Street, 3`d Floor <br />Carrboro, NC 27510 <br />Revised June 2011 <br />8 <br />