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DocuSign Envelope ID:2E2387F3-3A58-44C5-A8FF-30C659A8AB71 <br /> d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with <br /> respect to any provision of, or the performance or non-performance of, this Agreement <br /> shall be brought in the General Court of Justice of North Carolina sitting in Orange <br /> 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 be <br /> initiated by either Party, however, the Parties may agree to nonbinding mediation of any <br /> dispute prior to the bringing of such suit or action. <br /> e. Entire Agreement. This Agreement represents the entire and integrated agreement <br /> between the County and the Provider and supersedes all prior negotiations,representations <br /> or agreements, either written or oral. This Agreement may be amended only by written <br /> instrument signed by both parties. Modifications may be evidenced by facsimile <br /> signatures. <br /> 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 <br /> Parties. <br /> g. Ownership of Work Product. Should Provider's performance of this Agreement generate <br /> documents,items or things that are specific to this Project such documents,items or things <br /> shall become the property of the County and may be used on any other project without <br /> additional compensation to the Provider. The use of the documents, items or things by the <br /> County or by any person or entity for any purpose other than the Project as set forth in this <br /> Agreement shall be at the full risk of the County. <br /> h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the <br /> 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 expire <br /> 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 the <br /> 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 of <br /> such limitation or change in County's legal authority. <br /> i. Signatures. This Agreement together with any amendments or modifications may be <br /> executed electronically. All electronic signatures affixed hereto evidence the consent of <br /> the Parties to utilize electronic signatures and the intent of the Parties to comply with <br /> Article I A and Article 40 of North Carolina General Statute Chapter 66. <br /> Revised 11/19 <br /> 6 <br />