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DocuSign Envelope ID: C057BFCE-FE50-48B8-990C-1588389F9587 <br /> in connection with, or resulting from any negligence, act or failure to act by the Contractor, the <br /> Contractor's agents, assigns or employees related to the Work. Contractor is responsible for all <br /> errors or omissions caused by its agents, contractors, employees, or assigns in the performance of <br /> this Agreement. It is the intent of this section to require Contractor to indemnify the Owner to <br /> the full extent permitted under North Carolina law. <br /> 8. NON-ASSIGNMENT <br /> Contractor shall not assign all or any part of this Agreement, including rights to payments, to <br /> any other party 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 <br /> Agreement is based upon the availability of public funding under the authority of its statutory <br /> mandate. In the event that public funds are unavailable and not appropriated for the performance <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 /> Revised 1/16 3 <br />