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DocuSign Envelope ID : 22DOBF22- BF984108-ADE4-6A61C59DB4DA <br /> d . Dispute Resolution . Any and all suits or actions to enforce , interpret or seek damages <br /> with respect to any provision of, or the performance 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 a suit or action . <br /> e . Entire Agreement . This Agreement, together with the RFP and its attachments and the <br /> Proposal and its attachments , 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 /> 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 <br /> things shall become the property of the County and may be used on any other project <br /> without additional compensation to the Provider . The use of the documents , items or <br /> things by the County or by any person or entity for any purpose other than the Project as <br /> set forth in this Agreement shall be at the full risk of the County. <br /> h . Non-Appropriation and Government Action . Provider acknowledges that County is a <br /> governmental entity, and the validity of this Agreement is based upon the availability of <br /> public funding under the authority of its statutory mandate . <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 /> 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 /> 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 IA and Article 40 of North Carolina General Statute Chapter 66 . <br /> j . Notices . Any notice required by this Agreement shall be in writing and delivered by <br /> Revised 04 / 23 VENDOR REQ v1 6 <br />