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in Mecklenburg County, North Carolina. It is agreed by the parties that no other court <br />shall have jurisdiction or venue with respect to such suits or actions. Binding <br />arbitration may not be initiated by either Party, however, the Parties may agree to <br />nonbinding mediation of any dispute prior to the bringing of such suit or action. <br /> <br />a. e. Entire Agreement. This Agreement (including the Addendum and exhibits to <br />the Addendum in Exhibit A) represents the entire and integrated agreement between the <br />County and the Provider and supersedes all prior negotiations, representations or <br />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 /> <br />a. 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 /> <br />a. g. 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 /> <br />a. h. Non-Appropriation. Provider acknowledges that County is a governmental <br />entity, and the validity of this Agreement is based upon the availability of public funding <br />under the authority of its statutory mandate. <br /> <br />In the event that public funds are unavailable or 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 or 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. <br /> <br />In the event of a change in the County’s statutory authority, mandate or mandated <br />functions, by state 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 /> <br />a. i. Signatures. This Agreement together with any amendments or modifications <br />may be executed electronically. All electronic signatures affixed hereto evidence the <br />consent of the Parties to utilize electronic signatures and the intent of the Parties to <br />comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. <br /> <br />a. j. Notices. Any notice required by this Agreement shall be in writing and delivered <br />by certified or registered mail, return receipt requested to the following: <br /> <br /> Orange County Provider’s Name <br />DocuSign Envelope ID: 1F271B3B-E0E5-4A0F-9D28-4189E6717556