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ARPA Sourced 01/22 <br /> <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 shall <br />be brought in the General Court of Justice of North Carolina sitting in Orange County, North <br />Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with <br />respect to such suits or actions. Binding arbitration may not be initiated by either Party, <br />however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing <br />of such suit or action. <br /> <br />e. Entire Agreement. This Agreement represents the entire and integrated agreement between <br />the 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 signatures. <br /> <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 Parties. <br /> <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 /> <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 authority <br />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 expire <br />without penalty to County immediately upon written notice to Provider of the unavailability <br />or non-appropriation of public funds. It is expressly agreed that County shall not activate this <br />non-appropriation provision for its convenience or to circumvent the requirements of this <br />Agreement. <br /> <br />In the event of a change in the County’s statutory authority, mandate or mandated functions, <br />by state or federal legislative or regulatory action, which adversely affects County’s authority <br />to continue its obligations under this Agreement, then this Agreement shall automatically <br />terminate without penalty to County upon written notice to Provider of such limitation or <br />change in County’s legal authority. <br /> <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 the <br />Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A <br />and Article 40 of North Carolina General Statute Chapter 66. <br /> <br />DocuSign Envelope ID: 525A8B6B-84A9-4382-81AD-B52736EB0728