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caused in whole or in part by any breach of any provision of the Agreement or by any negligent or <br /> wrongful act or omission of the Contractor, any Subcontractor, or supplier of the Contractor, anyone <br /> directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The <br /> indemnification obligation under this paragraph shall not be limited in any way by any limitation of the <br /> amount or type of damages, compensation or benefits payable by or for the Contractor or any <br /> subcontractor under workers'compensation acts, disability benefits acts or other employee benefit acts. <br /> 7. GOVERNING LAW <br /> The laws of the State of North Carolina shall apply to the interpretation and enforcement of this <br /> Agreement. Any and all suits or actions to enforce, interpret or seek damages with respect to any <br /> provision of, or the performance or nonperformance of, this Agreement shall be brought in the General <br /> Court of Justice of North Carolina sitting in Orange County,North Carolina and it is agreed by the parties <br /> that no other court shall have jurisdiction or venue with respect to such suits or actions. <br /> 8. NON—ASSIGNMENT <br /> The Contractor shall not assign any portion of this Agreement nor subcontract the Work in its <br /> entirety without the prior written consent of the Owner. <br /> 9. NON—APPROPRIATION <br /> Contractor acknowledges that Owner is a governmental entity, and the validity of this Agreement <br /> is based upon the availability of public funding under the authority of its statutory mandate. <br /> In the event that public funds are unavailable and not appropriated for the performance of Owner's <br /> obligations under this Agreement, then this Agreement shall automatically expire without penalty to <br /> Owner immediately upon written notice to Contractor of the unavailability and non-appropriation of <br /> public funds. It is expressly agreed that Owner shall not activate this non-appropriation provision for its <br /> convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal <br /> measure during a substantial fiscal crisis. <br /> In the event of a change in the Owner's statutory authority, mandate and/or mandated functions, <br /> by state and/or federal legislative or regulatory action, which adversely affects Owner's authority to <br /> continue its obligations under this Agreement, then this Agreement shall automatically terminate without <br /> penalty to Owner upon written notice to Contractor of such limitation or change in Owner's legal <br /> authority. <br /> 10. NOTICES <br /> Any notice required by this Agreement shall be in writing and delivered by certified or registered <br /> mail, return receipt requested to the following: <br /> Owner: Contractor: <br /> Orange County Owens Roofing, Inc. <br /> P.O. Box 8181 301 West Cabarrus Street <br /> Hillsborough,NC 27278 Raleigh,NC 27601 <br /> 11. TERMINATION <br /> The Owner may, without cause, order the Contractor to terminate, suspend, delay or interrupt the <br /> Work in whole or in part for such period of time as the Owner may determine. In the event of termination <br /> by the Owner under this Agreement, the Contractor shall be entitled to receive its reasonable and <br /> documented direct costs prior to termination, including the cost of materials purchased for the Work <br /> Revised January 2010 4 <br />