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DocuSign Envelope ID:00CA9FB4-CE9C-491 B-B714-F1 B722606E01 <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 teiiuinate 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. Contractor 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 state and federal anti-discrimination laws, policies, rules, and regulations and <br /> the Orange County Anti-Discrimination Policy. Any violation of this requirement is a breach of <br /> this Agreement and County may immediately terminate this Agreement without further <br /> obligation on the part of the County. This paragraph is not intended to limit and does not limit <br /> the definition of breach to discrimination. By executing this Agreement Contractor affirms that <br /> Contractor and any subcontractors of Contractor are and shall remain in compliance with Article <br /> 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Contractor <br /> certifies that Contractor has not been identified, and has not utilized the services of any agent or <br /> subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. This <br /> Revised 6/16 3 <br />