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7 <br /> <br />Agreement without further obligation on the part of the County. This paragraph is not intended to <br />limit the definition of breach to discrimination. <br /> <br /> 10.4 Dispute Resolution <br /> <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 the <br />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 suits <br />or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree <br />to nonbinding mediation of any dispute prior to the bringing of such suit or action. <br /> <br /> 10.5 Extent of Agreement <br /> <br /> 10.5.1 This Agreement, together with the Consultant’s submitted Proposal entitled <br />“Hagerty Consulting’s Disaster Recovery Planning Services,” dated May 13, 2020, 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, and the Consultant’s Proposal. This Agreement <br />may be amended only by written instrument signed by both parties. Modifications may be <br />evidenced by facsimile signatures. <br /> <br /> 10.6 Severability <br /> <br /> 10.6.1 If any provision of this Agreement is held as a matter of law to be unenforceable, <br />the remainder of this Agreement shall be valid and binding upon the Parties. <br /> <br /> 10.7 Ownership of Deliverables <br /> <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 /> <br /> 10.8 Non-Appropriation <br /> <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 statutory <br />mandate. <br /> <br />In the event that public funds are unavailable and not appropriated for the performance of County’s <br />obligations under this Agreement, then this Agreement shall automatically expire without penalty <br />to County immediately upon written notice to Consultant of the unavailability and non- <br />appropriation of public funds. It is expressly agreed that County shall not activate this non- <br />appropriation provision for its convenience or to circumvent the requirements of this Agreement, <br />but only as an emergency fiscal measure during a substantial fiscal crisis. <br /> <br />In the event of a change in the County’s statutory authority, mandate and/or mandated functions, <br />by state and/or federal legislative or regulatory action, which adversely affects County’s authority <br />DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8