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Revised 12/18 <br />6 <br />10.4.1 Any and all suits or actions to enforce, interpret or seek damages with respect to <br />any provision of, or the performance or non-performance of, this Agreement shall be brought in <br />the General Court of Justice of North Carolina sitting in Orange County, North Carolina and it is <br />agreed by the parties that no other court shall have jurisdiction or venue with respect to such <br />suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the <br />bringing of such suit or action. Under no circumstances shall any dispute be addressed through <br />binding arbitration. <br />10.5 Extent of Agreement <br />10.5.1 This Agreement, together with the Request for Proposals together with <br />attachments distributed by the County and the Consultant’s submitted Proposal, all of which <br />constitute the Contract Documents, represents the entire and integrated agreement between the <br />County and the Consultant and supersedes all prior negotiations, representations or agreements, <br />either written or oral. In the event of a conflict among the terms of the Contract Documents, the <br />priority of documents shall be This Agreement, the County’s Request for Proposals, attachments <br />to the County’s Request for Proposals, the Consultant’s Proposal. This Agreement may be <br />amended only by written instrument signed by both parties. Modifications may be evidenced by <br />facsimile signatures. <br />10.6 Severability <br />10.6.1 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 />10.7 Ownership of Deliverables <br />10.7.1 All Deliverables, together with all supporting materials, source documentation, <br />data collected, field notes, and working drafts, developed in the performance of this Agreement <br />shall become the property of the County and may be used on any other project without additional <br />compensation to the Consultant. The use of the Deliverables by the County or by any person or <br />entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk <br />of the County. <br />10.8 Non-Appropriation <br />10.8.1 Consultant acknowledges that County is a governmental entity, and the validity of <br />this Agreement is based upon the availability of public funding under the authority of its <br />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 expire <br />without penalty to County immediately upon written notice to Consultant of the unavailability <br />and non-appropriation of public funds. It is expressly agreed that County shall not activate this <br />non-appropriation provision for its convenience or to circumvent the requirements of this <br />Agreement, but only as an 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 />DocuSign Envelope ID: 7A2DAB3D-E282-414C-964B-4E2667348C8B