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Attachment 1 <br /> Agreement , shall be subject to resolution in a court of competent jurisdiction . Such disputes , <br /> or any other claims , disputes or other controversies arising out of, and between the Parties <br /> shall be subject to and decided exclusively by the appropriate general court of justice of <br /> Orange County , North Carolina . <br /> 16 . No Waiver of Non -Compliance with Agreement : <br /> No provision of this Agreement shall be deemed to have been waived by any Party hereto <br /> unless such waiver shall be in writing and executed by the same formality as this <br /> Agreement . The failure of any Party hereto at any time to require strict performance by the <br /> other of any provision hereof shall in no way affect the right of the other Party to thereafter <br /> enforce the same . In addition , no waiver or acquiescence by a Party hereto of any breach <br /> of any provision hereof by another Party shall be taken to be a waiver of any succeeding <br /> breach of such provision or as a waiver of the provision itself. <br /> 17 . Force Maieure . The performance of each Party hereunder shall be excused for such period <br /> of time as performance is delayed due to force majeure . If any Party hereto is delayed in <br /> the completion of its obligations hereunder by the act , delay in providing approval , or default <br /> of the other Parties through no fault of the delayed Party , or by acts of God (which shall be <br /> deemed to include weather delays caused by rainfall , snow or other factors in excess of <br /> such weather for the season in which such performance is to occur that actually cause a <br /> delay in performance , fire , strikes , lockouts , unavoidable casualties , war , acts of terrorism , <br /> civil commotion , fire or other casualty , theft of materials , unseasonable shortages of <br /> materials or supplies , pandemic , epidemic , or any other cause whatsoever beyond the <br /> commercially reasonable control of the delayed Party then the time herein fixed for <br /> completion of such obligations shall be extended by the number of days that the delayed <br /> Party has thus been delayed . The delayed Party shall provide the other Parties hereto with <br /> written notice of any delay within ten ( 10 ) days after commencement of such delay ; <br /> provided , however, that only one notice is necessary in the case of a continuing delay . <br /> 18 . Governing Law: <br /> The Parties intend that this Agreement be governed by the law of the State of North <br /> Carolina . Proper venue for any action shall solely be Orange County . <br /> 19 . Assignment : <br /> No Party may sell or assign any interest in or obligation under this Agreement without the <br /> prior express written consent of the other Parties . <br /> 20 . Independence of the Parties . <br /> Nothing herein shall be construed to modify , abridge , or deny the authority or discretion of <br /> any Party to independently develop , administer, or control transportation projects pursuant <br /> to enumerated authority or funding sources separate from those in this Agreement . <br /> 9 <br /> Global Operating Agreement for Operations and Administration _ <br /> Orange County, FY2025 <br /> Contract # YY-XXX <br />