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DocuSign Envelope ID:044AD186-BAD7-4A1B-B44F-162B7511D3DF <br /> e. Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek damages <br /> with respect to any provision of, or the perfonmance 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 /> f. Entire Agreement and Sig!latures: The parties have read this Agreement and agree to be <br /> bound by all of its terms,and further agree that it constitutes the complete and exclusive <br /> statement of the Agreement between the parties unless and until modified in writing and <br /> signed by the parties. This Agreement together with any amendments or modifications <br /> may be executed electronically. All electronic signatures affixed hereto evidence the <br /> intent of the .Parties to comply with Article I I A and Article 40 of North Carolina <br /> General Statute Chapter dd. <br /> g. 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 /> h. Ownership of Work Product. Should Provider's performance of this Agreement <br /> generate documents, items or things that are specific to this Project such documents, <br /> items or things shall become the property of the County and may be used on any other <br /> project without additional compensation to the Provider. The use of the documents, <br /> items or things by the County or by any person or entity for any purpose other than the <br /> Project as set forth in this Agreement shall be at the full risk of the County. <br /> i, Additional Terms and Conditions. The County may have additional terms and <br /> conditions that shall be provided as an attachment(s)and is(are)hereby incorporated by <br /> reference. <br /> j. Precedence Among Contract Documents: In the event of a conflict between or among <br /> the terms of the Contract Documents, the terms in the Contract Document with the <br /> highest relative precedence shall prevail. The order of precedence shall be the order of <br /> documents as listed in Section A above, with this contract document having the highest <br /> precedence then the first listed document and the last-listed document having the lowest <br /> precedence, If there are multiple Contract Amendments, the most recent amendment <br /> shall have the highest precedence and the oldest amendment shall have the lowest <br /> precedence. <br /> k. 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. In the event that public funds are unavailable and not <br /> appropriated for the performance of County's obligations under this Agreement, then <br /> this Agreement shall automatically expire without penalty to County immediately upon <br /> written notice to Provider of the unavailability and non-appropriation of public funds. It <br /> is expressly agreed that County shall not activate this non-appropriation provision for its <br /> 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 <br /> functions, by state and/or federal legislative or regulatory action, which adversely <br /> affects County's authority to continue its obligations under this Agreement, then this <br /> Revised 06/19 <br /> 7 <br />