Agenda - 09-18-2012 - 5h - Laserfiche WebLink

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9 • • 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. d. 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. If•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. f. 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 additional compensation to the Provider. The use of the documents, items or things by`the Comity or by any person or entity for any purpose other than the.Project as set forth in.this,Agreement shall be at the full risk of the County. . • g. Non-AbpropriationiProvider acknowledges that County is a governmental entity, and the validity■if.3hii: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. • h. 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 Provider's Name&Address Attention:David Cannell Hobbs Upchurch Assoc. PA P.O. Box 8181 PO Box 1737 • Hillsborough,NC 27278 Southern Pines,NC 28388 Revised July2010 7