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c . 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 <br /> Agreement shall be brought in the General Court of Justice of North Carolina sitting in <br /> Orange County, North Carolina . It is agreed by the parties that no other court shall have <br /> jurisdiction or venue with respect to such suits or actions . Binding arbitration may not <br /> be initiated by either Party, however, the Parties may agree to nonbinding mediation of <br /> any dispute prior to the bringing of such suit or action . <br /> d . Entire Agreement . This Agreement represents the entire and integrated agreement <br /> between the County and the Provider 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 /> e . 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 /> f. 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 <br /> authority of its 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 <br /> expire without penalty to County immediately upon written notice to Provider of the <br /> unavailability and non- appropriation of public funds . It is expressly agreed that County <br /> shall not activate this non- appropriation provision for its convenience or to circumvent <br /> the requirements of this Agreement, but only as an emergency fiscal measure during a <br /> 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 Provider <br /> of such limitation or change in County ' s legal authority . <br /> g . Signatures . This Agreement together with any amendments or modifications may be <br /> executed electronically . All electronic signatures affixed hereto evidence the intent of <br /> the Parties to comply with Article 11 A and Article 40 of North Carolina General Statute <br /> Chapter 66 . <br /> h . 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 Health Department <br /> Attention : Kimberlee Quatrone <br /> 300 W . Tryon Street <br /> Hillsborough, NC 27278 <br /> Rev 6/ 19 <br />