Orange County NC Website
Browse       Search
11 <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, together with the RFP and its attachments and the <br /> Proposal and its attachments, represents the entire and integrated agreement between the <br /> County and the Provider and supersedes all prior negotiations, representations or <br /> 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. Severabilitv. 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. Ownershi� 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 sha11 be at the full risk of the County. <br /> g. Non-A�nro�riation. Provider acknowledges that County is a governmental entity, and <br /> the 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 Provider 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 /> In the event of a change in the County's statutory authority, mandate and/or mandated <br /> functions, by state andlor federal legislative or regulatory action, which adversely affects <br /> County's authority to continue its obligations under this Agreement, then this Agreement <br /> shall automatically terminate without penalty to County upon written notice to Provider <br /> of such limitation or change in County's legal authority. <br /> h. Conflict. In the event of a conflict between the provisions of this A�reement and <br /> Attachment A the terms of this A�reement shall prevail. <br /> i. 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 Provider's Name&Address <br /> Attention: Laurie Paolicelli Clean Design <br /> 501 W. Franklin Street 8081 Arco Corporate Dr. <br /> Chapel Hill,NC 27516 Suite 100 <br /> Revised July 2010 7 <br />