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31 <br />constitutes Provider's breach of this Agreement. By executing this Agreement Provider <br />affirms Provider is in compliance with Article 2 of Chapter 64 of the North Carolina <br />General Statutes. <br />d. 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 />e. 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 />f. 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 />g. 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 />h. Non - Appropriation. 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 and /or 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 />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 />Revised 9/13 <br />