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DocuSign Envelope ID:85F8B674-BOBO-49DD-905E-B4A3D145C169 <br /> 17. SEVERABILITY. If this Agreement or any of its provisions is found to be illegal or <br /> unenforceable under the law now or hereafter in effect, then the parties shall be excused from the <br /> performance of such portions of this Agreement as shall be found to be illegal or unenforceable under the <br /> applicable laws or regulations, without affecting tine validity of the remaining provisions of the <br /> Agreement. <br /> 18. FORCE MAJEURE. Neither party shall be liable for any delays, damages, nor failures to <br /> act caused by a Force Majeure Event. A Force Majeure Event means an act of God, failure of any <br /> governmental or other regulatory agency or national short governing body to grant necessary permits or <br /> approvals, Curless such failure to grant necessary permits or approvals is based on a dispute with either <br /> party over costs or fees or the payment thereof, or any threat and/or acts of terrorism, or any similar <br /> contingency beyond its control, and any failure or delay in the performance of the respective obligations <br /> of tine parties due to a Force Majeure Event shall not be deemed a breach of this Agreement. <br /> 19. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between <br /> TOA and Orange County relating to the subject matter hereof, and cannot be altered or modified except <br /> by an agreement in writing signed by both parties. Upon its execution, this Agreement shall supersede all <br /> prior negotiations, understandings and agreements regarding the Facility, whether oral or written, and <br /> such prior agreements shall thereupon be null and void without further legal effect. Any terms <br /> inconsistent with or additional to the terms and conditions set forth in this Agreement which may be <br /> included with a purchase order, acknowledgement, invoice or the like, of either party shall not be binding <br /> on the other party hereto. This Agreement may be executed in two (2) or more counterparts, each of <br /> which will be considered an original, but all of which will constitute one and the same Agreement. The <br /> parties agree that faxed signature copies shall be legally binding. <br /> 20. GOVERNING LAWS. This Agreement shall be governed by and construed in <br /> accordance with the laws of the State of North Carolina applicable to contracts entered into and wholly to <br /> be performed within the State of North Carolina. <br /> 21. NO THIRD PARTY BENEFICIARIES. Unless otherwise specifically provided herein, <br /> no person or entity that is not a party to this Agreement will have any equitable or other rights by virtue of <br /> this Agreement. <br /> 22. CHANGE IN STATUTORY AUTHORITY. TOA acknowledges that Orange County is <br /> a governmental entity, and this Agreement's validity is based upon the authority of its statutory mandate. <br /> In the event of a change in the Orange County's statutory authority, mandate and mandated functions, by <br /> state and federal legislative or regulatory action, which adversely affects Orange County's authority to <br /> continue its obligations under this Agreement, then this contract shall automatically terminate without <br /> penalty to Orange County upon written notice to TOA of such limitation or change in Orange County's <br /> legal authority. <br /> CsIgnalure page follows] <br /> 6 <br /> TRr 11900856v2 <br />