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Reduction shall be computed, exclusively by the County, based on the percentage of the goal not <br /> met . In order to qualify for the full reimbursement, including recovery of any prior reductions , <br /> both investment and employment must meet or exceed the minimum standards outlined above <br /> prior to the natural termination of this Agreement . <br /> 7 . SEVERABILITY <br /> If a court having lawful jurisdiction determines any term or provision of this Agreement is <br /> illegal , invalid, h or unenforceable , the legality , validity , or enforceability of the remaining terms , <br /> or provisions of this Agreement shall not be affected thereby ; and in lieu of such illegal , invalid <br /> or unenforceable term or provision, there shall be added by mutually agreed upon written <br /> amendment to this Agreement, a legal , valid, or enforceable term or provision, as similar as <br /> possible to the term or provision declared 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 Carolina . <br /> The Parties hereto stipulate to the jurisdiction of said court . It is agreed by the Parties that no <br /> other court shall have jurisdiction or venue with respect to any claims , complaints , suits , or <br /> actions brought pursuant to this Agreement . Binding arbitration may not be initiated by either <br /> Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the <br /> bringing of a claim , complaint, suit, or action . <br /> 10 . INDEMNIFICATION <br /> The Company hereby agrees to indemnify , rotect 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 /> > > p g � P � g Y � g <br /> out of, connected with, or resulting directly or indirectly from (a) the Company ' s gross <br /> i <br /> negligence or intentional misconduct with regard to the business , construction, maintenance , <br /> or operations of the Company or the Facility, or (b) the transactions contemplated by or <br /> relating to this Agreement , insofar as such matters relate to events subject to the control of the <br /> Company and not the County . The indemnification arising under this Section shall survive <br /> the Agreement ' s termination . <br /> 11 . TERMINATION <br /> A . COMPANY : Upon Company ' s meeting its Employment and Investment obligations as set <br /> out in Section 2 above and upon Company ' s certification to such and certification of the <br /> 4863 -5202 -3475 .v5 <br />