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of this Agreement. By executing this Agreement Speedway affirms Speedway is <br /> in compliance with Article 2 of Chapter 64 of the North Carolina General <br /> Statutes. <br /> 10. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek <br /> damages with respect to any provision of, or the performance or non-performance <br /> of, this Agreement shall be brought in the General Court of Justice of North <br /> Carolina sitting in Orange County, North Carolina and it is agreed by the parties <br /> that no other court shall have jurisdiction or venue with respect to such suits or <br /> actions. The Parties may agree to nonbinding mediation of any dispute prior to <br /> the bringing of such suit or action. <br /> 11. Extent of Agreement. This Agreement represents the entire and integrated agreement <br /> between the County and the Speedway 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 /> 12. 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 /> 13. Non-Appropriation. The Speedway acknowledges that County is a governmental entity, <br /> and the validity of this Agreement is based upon the availability of public funding under <br /> the authority of its statutory mandate. In the event that public funds are unavailable and <br /> not appropriated for the performance of County's obligations under this Agreement, then <br /> this Agreement shall automatically expire without penalty to County immediately upon <br /> written notice to Speedway of the unavailability and non-appropriation of public Funds. It <br /> is expressly agreed that County shall not activate this non-appropriation provision for its <br /> convenience or to circumvent the requirements of this Agreement, but only as an <br /> 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 <br /> shall automatically terminate without penalty to County upon written notice to Speedway <br /> of such limitation or change in County's legal authority. <br /> 14. Notice. 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 Orange County Speedway <br /> Attention: Director Emergency Services Attention: Director of Operations <br /> P.O. Box 8181 Post Office Box 107 <br /> Hillsborough,NC 27278 Rougemont,NC 27572-8865 <br /> IN WITNESS WHEREOF,the parties hereto have duly and validly authorized and <br /> executed this contract as of the date first above written. <br /> Page 5 <br />