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In the event of a change in the Owner's statutory authority, mandate and /or mandated <br />functions, by state and /or federal legislative or regulatory action, which adversely affects <br />Owner's authority to continue its obligations under this Agreement, then this Agreement shall <br />automatically terminate without penalty to Owner upon written notice to Contractor of such <br />limitation or change in Owner's legal authority. <br />11. ENTIRE AGREEMENT <br />The parties have read this Agreement and agree to be bound by all of its terms, and further <br />agree that it constitutes the complete and exclusive statement of the Agreement between the <br />parties unless and until modified by a written amendment to this Agreement signed by the <br />parties. Modifications may be evidenced by telefacsimile signatures. <br />12. GOVERNING LAW <br />Both parties agree that this Agreement shall be governed by the laws of the State of North <br />Carolina and any action brought under this Agreement shall be brought in the General Court of <br />Justice of the State of North Carolina in Orange County. <br />IN WITNESS WHEREOF Orange County and the Contractor have signed this agreement, <br />effective as of the day and date first above written. <br />ORAN COUNTY <br />By <br />Frank . Clifton, r <br />200 S. Cameron St. <br />P.O. Box 8181 <br />Hillsborough, NC 27278 <br />CONTRAeTOR <br />By b911— <br />Carolina ock, LLC <br />2116 Camden Avenue <br />Durham, NC 27704 <br />This instrument has been approved as to technical content. <br />Pamela o s, Department Director <br />This instrument has been pre- audited in the manner required by the Local Government Budget <br />and Fiscal Control Act. <br />Office of the Finance Officer <br />This instrument has been approved as to legal form and sufficiency. <br />001ce of the County Attorney <br />Revised November 2011 3 <br />