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DocuSign Envelope ID: 117C8E54-10CE-4683-B69A-59C65B9D939B <br /> of Owner's obligations under this Agreement, then this Agreement shall automatically expire <br /> without penalty to Owner immediately upon written notice to Contractor of the unavailability and <br /> non-appropriation of public funds. It is expressly agreed that Owner shall not activate this non- <br /> appropriation provision for its convenience or to circumvent the requirements of this Agreement, <br /> but only as an emergency fiscal measure during a substantial fiscal crisis. <br /> 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 /> 10. DISPUTE RESOLUTION <br /> Any dispute with respect to any provision of, or the performance or non-performance of, this <br /> Agreement shall be subject to the Dispute Resolution Rules and Procedures for Orange County <br /> Design, Building Construction, Renovation, and Repair Projects which rules and procedures are <br /> incorporated herein. <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, together with specifically referenced documents, constitutes the complete and <br /> exclusive statement of the Agreement between the parties unless and until modified by a written <br /> amendment to this Agreement signed by the parties. Modifications may be evidenced by <br /> telefacsimile signatures. Should any conflict arise in the terms of any documents referenced <br /> herein and this Agreement the terms of this Agreement shall be given priority and shall control <br /> over all other such documents. Should a request for proposals and a proposal be referenced the <br /> terms of the request for proposals shall have priority over the terms of the proposal. <br /> 12. COMPLIANCE WITH LAW/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. Provider shall at all times remain in <br /> compliance with all applicable local, state, and federal laws, rules, and regulations including but <br /> not limited to all anti-discrimination laws. By executing this Agreement Provider affirms that <br /> Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of <br /> Chapter 64 of the North Carolina General Statutes. This Agreement together with any <br /> amendments or modifications may be executed electronically. All electronic signatures affixed <br /> hereto evidence the intent of the Parties to comply with Article 1 I and Article 40 of North <br /> Carolina General Statute Chapter 66. <br /> [SIGNATURE PAGE TO FOLLOW] <br /> Revised 1/16 3 <br />