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DocuSign Envelope ID: DECF6679-6CE4-4F10-926B-935C4585D3D8 <br /> d. By executing this Agreement Contractor agrees to abide by and be bound by the <br /> indemnification provisions herein and of Section 7(c) specifically. <br /> 8. DISPUTE RESOLUTION AND GOVERNING LAW <br /> a. Any dispute with respect to any provision of, or the performance or non-performance of, <br /> this Agreement shall be subject to the Dispute Resolution Rules and Procedures for Orange <br /> County Design, Building Construction, Renovation, and Repair Projects. The policy is <br /> incorporated herein by reference and may be viewed at <br /> http://www.orangecountync.gov/departments/purchasing division/contracts.php). <br /> b. The laws of the State of North Carolina shall apply to the interpretation and enforcement of <br /> this Agreement. Any and all suits or actions to enforce, interpret or seek damages with <br /> respect to any provision of, or the performance or nonperformance of, this Agreement or <br /> the Contract shall be brought in the General Court of Justice of North Carolina sitting in <br /> Orange County, North Carolina and it is agreed by the parties that no other court shall have <br /> jurisdiction or venue with respect to such suits or actions. <br /> c. Notice of any claim by Owner or Contractor must be initiated by written notice to the other <br /> Party within thirty (30) days of the occurrence of the event giving rise to the claim or <br /> within thirty (30) days of the discovery of the event or condition giving rise to the claim, <br /> whichever is later. <br /> i. Should any claim be made, regardless of whether such claim is made by Owner or <br /> Contractor, Contractor shall continue to faithfully and diligently perform the Work <br /> in such a manner as to meet all scheduled timelines. Any failure to faithfully and <br /> diligently perform the Work may be deemed, by the Owner, a breach of the <br /> Contract. <br /> ii. If a claim is made such claim shall be made to the initial decision maker, if <br /> applicable, who may request more supporting data, reject the claim in whole or in <br /> part, approve the claim in whole or in part or advise the parties the claim is unable <br /> to be resolved. <br /> iii. If a claim is made by the Owner the Owner may, but is not obligated to, notify the <br /> surety. <br /> 9. NON—APPROPRIATION <br /> a. 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 <br /> statutory mandate. <br /> b. In the event that public funds are unavailable and not appropriated for the performance of <br /> 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 <br /> unavailability and non-appropriation of public funds. It is expressly agreed that Owner <br /> shall not activate this non-appropriation provision for its convenience or to circumvent the <br /> requirements of this Agreement, but only as an emergency fiscal measure during a <br /> substantial fiscal crisis. <br /> c. 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 <br /> Revised 2/17 5 <br />