Agenda - 06-19-2012 - 5k - Laserfiche WebLink

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jurisdiction or venue with respect to- such suits' or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. I Entire Agreement. This Agreement, together with the RFP and its attachments and the Proposal and its attachments, represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. e. Severability. T any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement- shall . be valid and binding upon the Parties. £ Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property .of the County and may be used on any other project without additioual compensation to the Provider. The use of the documents, items or things W the Cdi;&j for by any person or entity for any purpose other than the. Project as set forth in.tl'Aj&nient shall be at the full risk of the County. g. Non-AppropriatiM `PTovider acknowledges that County is a governmental entity, and the validity di fthig'Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non - appropriation of public funds. It is expressly agreed that County shall not activate this non - appropriation provision for its convenience or to circumvent the. requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations -under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. I Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Attention: David Cannell P.O. Box 81-81 . Hillsborough, NC 27278 Revised July 2010 7 Provider's Name & Address Hobbs Upchurch Assoc. PA PO Box 1737 Southern Pines, NC 28388 RI