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under applicable law. 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 Parties. <br /> 11. 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 Agreement shall <br /> be brought in the General Court of Justice of North Carolina sitting in Orange County,North <br /> Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with <br /> respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute <br /> prior to the bringing of such suit or action. <br /> 12. Entire Agreement. The terms of this Agreement shall be subject to the Foundation's <br /> Charter, Bylaws and policies which are specifically incorporated herein. This Agreement with <br /> the attachments and exhibits represents the entire and integrated agreement between the County <br /> and the Foundation and supersedes all prior negotiations, representations or agreements, either <br /> written or oral. <br /> IN WITNESS WHEREOF, the parties through their duly authorized officers have executed <br /> this Agreement as of the date first written above. <br /> ORANGE COUNTY: TRIANGL COMMUN OUNDATION` <br /> By: By: <br /> Barry Jacob Lori efe <br /> Orange C ty d of mmissioners Presid <br /> This instrument has been pre-audited in the manner required by the Local Government Budget <br /> and Fiscal Control Act. <br /> A Ate, <br /> Office of the Finance Director <br />