2018-664-E Vis Bureau - TerraVITA food and drink festival sponsorship

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be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e.EntireAgreement.This Agreement represents the entire and integrated agreement between the County and the Providerand supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signedby both parties. Modifications may be evidenced by facsimile signatures. f.Severability.If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall bevalid and binding upon the Parties. g.Ownership of Work Product.Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or thingsby the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h.Non-Appropriation.Provideracknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Providerof the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but onl y as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County’s statutory authority, mandate and/or mandated functions, by state and/orfederal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i.Signatures.This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j.Notices.Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Revised 10/17 6 DocuSign Envelope ID: 3B0B626A-8BC6-4132-9E89-B5A83287400A