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DocuSign Envelope ID: C4C456FC- 80C2 -4F13- 9580- 03C59C6C6245 <br />the performance of this Agreement. It is the intent of this section to require Contractor to <br />indemnify the Owner to 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. The policy is incorporated <br />herein by reference and may be viewed at <br />http: / /www.oran eg coun nc. og v/ departments /purchasing_ division /contracts.php). <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 non - discrimination laws, policies, rules, and regulations and <br />the Orange County Non - Discrimination Policy and Orange County Living Wage Policy (each <br />Revised 10/17 3 <br />