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11. ENTIRE AGREEMENT <br /> The parties have read this Services Agreement and agree to be bound by all of its <br /> terms, and further agree that it constitutes the complete and exclusive statement of the <br /> Agreement between the parties unless and until modified in writing and signed by the parties. <br /> Modifications may be evidenced by telefacsimile signatures. This Agreement shall incorporate <br /> the following attachments: See Exit Services Planning Information, Exit Services Pricing and <br /> Schedules and Exit Planning Document. <br /> 12. GOVERNING LAW <br /> Both parties agree that this Services Agreement shall be governed by the laws of the <br /> State of North Carolina. <br /> 13. NON APPROPRIATION <br /> Provider acknowledges that County is a governmental entity, and the validity of this <br /> Agreement is based upon the availability of public funding under the authority of its statutory <br /> mandate. <br /> In the event that public funds are unavailable and not appropriated for the performance <br /> of County's obligations under this Agreement, then this Agreement shall automatically expire <br /> without penalty to County immediately upon written notice to Provider of the unavailability and <br /> non-appropriation of public funds. It is expressly agreed that County shall not activate this non- <br /> appropriation provision for its convenience or to circumvent the requirements of this Agreement, <br /> but only as an emergency fiscal measure during a substantial fiscal crisis. <br /> In the event of a change in the County's statutory authority, mandate and/or mandated <br /> functions, by state and/or federal legislative or regulatory action, which adversely affects <br /> County's authority to continue its obligations under this Agreement, then this Agreement shall <br /> automatically terminate without penalty to County upon written notice to Provider of such <br /> limitation or change in County's legal authority. <br /> 14. DISPUTE RESOLUTION <br /> Any and all suits or actions to enforce, interpret or seek damages with respect to any <br /> provision of, or the performance or non-performance of, this Agreement shall be brought in the <br /> General Court of Justice of North Carolina sitting in Orange County, North Carolina and it is <br /> agreed by the parties that no other court shall have jurisdiction or venue with respect to such <br /> suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the <br /> bringing of such suit or action. <br /> IN WITNESS WHEREOF, the Orange County and the Provider have signed this <br /> Agreement, effective as of the say first written above. <br /> ORANGE COU TY PROVIDER: <br /> By: By: <br /> Frank W. Clifto , , County Manager Kcv�,�, v1�. C3EivAN-5, cFu <br /> 3 <br />