1994 S Orange County Facilities - Services Agreement

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,The Corporation: Orange County Community Activity Corporation 8704 Mourning Dove Road Raleigh, North Carolina 27615 Attention: President ARTICLE XVI MISCELLANEOUS Section 16.01. No Personal Liability. No member of the County Board of Commissioners or offar or employee of the County and no member, director, officer, or employee or agent of the ;X:poration will have any personal liability for acts taken in accordance with this Agreement. Section 16.02. Amendment. This Agreement may not be modified or amended except by -w quent written Agreement authorized by the governing bodies of each.party and signed by authorized ltcsentatives of both parties and any amendment to Articles III, IV or XIV or which is otherwise gir a to the Owners of the 1994A Bonds must be approved in writing by the Owners of a majority in pdadpal amount of the 1994A Bonds. Section 16.03. Entire Agreement. This instrument, including the Exhibits attached hereto, .tootains the entire Agreement between the parties, and no statement, oral or written,made by either party of agent of either parry that is not contained in this written Agreement shall be valid or binding. Section 16.04. Severability. If any of the provisions of this Agreement shall be held by a court of competent jurisdiction to be unconstitutional or unenforceable, the decision of such court shall not affect or impair any of the remaining provisions of this Agreement, and the parties shall, to the extent *deem to be appropriate, take such actions as are necessary to correct any such unconstitutional or umiforceable provision. It is hereby declared to be the intent of the parties to this Agreement that this AVeeument would have been approved and executed had such an unconstitutional or unenforceable provision been excluded therefrom. Section 16.05. Cooperative Efforts. This Agreement shall be liberally construed in order to ymnote a harmonious relationship between the parties with regard to the management and operation of :6o;CAC. The Corporation accepts the relationship of trust and confidence established between the poration and the County by this Agreement. The Corporation covenants with the County to furnish ;kt'.best skill and judgment and to fully and effectively cooperate with the County to accomplish the POposes and objectives of this Agreement. If a problem arises that this Agreement does not directly or hdrettlq address, the Corporation and the County agree to work with one another to determine a wally satisfactory solution. Section 16.06. Approvals. Notwithstanding anything herein which may be to the contrary, all ±oyals or consents required or permitted pursuant to this Agreement shall be in writing in order to be fired valid and binding. Section 16.07. Successors and Assigns. This Agreement shall be binding upon the heirs, PM representatives, successors, and assigns of the parties hereto; provided,however, this provision not be deemed to authorize the assignment or other transfer of this Agreement which may only be dished as expressly provided in this Agreement. 9