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DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 <br />respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, <br />the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or <br />action. <br />a. e. Entire Agreement. This Agreement represents the entire and integrated agreement <br />between the 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 instrument <br />signed by both parties. Modifications may be evidenced by facsimile signatures. <br />a. 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 Parties. <br />a. g. Intentionally omitted. <br />a. 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 authority <br />of its statutory mandate. <br />In the event that public funds are unavailable and not appropriated for the performance of County's <br />obligations under this Agreement, then this Agreement shall automatically expire without penalty <br />to County immediately upon written notice to Provider of the unavailability and non - appropriation <br />of public funds. It is expressly agreed that County shall not activate this non - appropriation <br />provision for its 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 functions, <br />by state and/or federal legislative or regulatory action, which adversely affects County's authority <br />to continue its obligations under this Agreement, then this Agreement shall automatically terminate <br />without penalty to County upon written notice to Provider of such limitation or change in County's <br />legal authority. <br />a. i. Signatures. This Agreement together with any amendments or modifications may be <br />executed electronically. All electronic signatures affixed hereto evidence the consent of the <br />Parties to utilize electronic signatures and the intent of the Parties to comply with Article I IA and <br />Article 40 of North Carolina General Statute Chapter 66. <br />a. j. 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 />Orange County <br />Attention:Dwane Brinson <br />P.O. Box 8181 <br />Hillsborough, NC 27278 <br />[SIGNATURE PAGE TO FOLLOW] <br />Provider's Name <br />Spatialest Inc <br />101 North Woodland Blvd <br />DeLand FL, 32720 <br />