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15 <br /> construction such as access road,utilities,water, and sewer lines). Notwithstanding anything <br /> else herein the Commencement Date shall not be beyond December 31, 2022. If Company <br /> cannot meet this deadline this Agreement shall terminate automatically without fault or further <br /> obligation to County. Company shall remain free to negotiate a new incentive agreement with <br /> County based on new terms and timelines. <br /> C. INVESTMENT AND EMPLOYMENT PACKAGE: If the Company does not meet and <br /> maintain either the investment or employment goals within the annual timetable set forth in this <br /> Agreement, and does not opt to delay the onset of this Agreement as described above, then the <br /> county will reduce the annual installment payment as set forth in Section 2D of this Agreement <br /> until such time as the Company once again meets both the investment and employment goals. <br /> Reduction shall be computed based on the percentage of the goal not met. In order to qualify for <br /> the full reimbursement, including recovery of any prior reductions,both investment and <br /> employment must meet or exceed the minimum standards outlined above prior to the natural <br /> termination of this Agreement. <br /> 7. SEVERABILITY <br /> If any term or provision of this Agreement is held to be illegal, invalid, or unenforceable,the <br /> legality,validity, or enforceability of the remaining terms, or provisions of this Agreement shall <br /> not be affected thereby; and in lieu of such illegal, invalid or unenforceable term or provision, <br /> there shall be added by mutually agreed upon written amendment to this Agreement, a legal, <br /> valid, or enforceable term or provision, as similar as possible to the term or provision declared <br /> illegal, invalid, or unenforceable. <br /> 8. COMPLIANCE WITH THE LOCAL GOVERNMENT BUDGET AND FISCAL CONTROL <br /> ACT OF NORTH CAROLINA GENERAL STATUTES <br /> All appropriations and expenditures pursuant to this Agreement shall be subject to the provisions <br /> of the Local Government Budget and Fiscal Control Act of the North Carolina General Statutes <br /> for cities and counties and shall be listed in the annual report submitted to the Local Government <br /> Commission by the County. <br /> 9. GOVERNING LAWS,DISPUTE RESOLUTION, &FORUM <br /> This Agreement shall be governed and construed by the Laws of the State of North Carolina. <br /> Any action brought to enforce or contest any term or provision of this Agreement shall be <br /> brought in the North Carolina General Court of Justice sitting in Orange County,North <br /> Carolina. The Parties hereto stipulate to the jurisdiction of said court. It is agreed by the <br /> parties that no other court shall have jurisdiction or venue with respect to any claims, <br /> complaints, suits, or actions. Binding arbitration may not be initiated by either party,however, <br /> the parties may agree to nonbinding mediation of any dispute prior to the bringing of a claim, <br /> complaint, suit or action. <br /> 10. INDEMNIFICATION <br /> The Company hereby agrees to indemnify, protect and save the County and its officers, <br /> directors, and employees harmless from all liability, obligations, losses, claims, damages, <br /> actions, suits,proceedings, costs and expenses, including reasonable attorneys' fees, arising <br /> Page 7 of 14 <br />