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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 /> 5. 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 /> 9. 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 Provider's Name <br /> Attention: Housing,Human Rights and CHICLE <br /> Community Development Director c/o Executive Director <br /> P.O. Box 8181 101 E. Weaver Street,3`d Floor <br /> Hillsborough,NC 27278 Carrboro,NC 27510 <br /> Revised June 2011 <br /> 8 <br />