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3~ <br />(d) If any dispute has not been resolved pursuant to the foregoing, either party <br />may terminate this Agreement as provided in Section 12 hereof and/or may f le suit in the North <br />Carolina state courts sitting in Orange County to enforce its rights hereunder.. <br />(e) The procedure specified in this Section 13.2 shall be the sole and <br />exclusive procedures for the resolution of disputes between the parties arising out of or relating <br />to this Agreement; provided, however, that a party, without prejudice to the above procedures, <br />may file a complaint to seek a preliminary injunction or other provisional,judicial relief, if in its <br />sole discretion such action is necessary to avoid irreparable damage or to preserve the status quo <br />("Equitable Litigation"). Despite such action, the parties will continue to participate in good faith <br />in the procedures specified in this Section 13.2. <br />(fJ Any interim or appellate relief granted in such Equitable Litigation shall <br />remain in effect until any alternative dispute resolution procedures described in this Section 1.3,2 <br />concerning the dispute that is the subject ofsuch Equitable Litigation result in a settlement. Any <br />such written settlement agreement shall be the final, binding determination on the merits ofsuch <br />dispute, shall supersede and nullify any decision in the Equitable Litigation, and shall preclude <br />any subsequent litigation on such merits (except to enforce the settlement agreement), <br />notwithstanding any determination to the contrary in connection with any Equitable Litigation <br />granting or denying interim relief or any appeal therefrom. <br />(g) All applicable statutes of limitation and defenses based upon the passage <br />of time shall be tolled while the procedures specified in this Section 1.3,.2 are pending. The <br />pazties will take such action, if any, required to effectuate such tolling. <br />13..3 No Agency, Partnership or Joint Venture. <br />RFP is an independent contractor, hereunder, and is not intended to be or to act as <br />the agent of the County for purposes of the law of agency. Nothing herein contained is intended <br />or shall be construed in any way to create or establish the relationship of partners or a joint <br />venture between the County and RFP. None of the officers, agents or employees of RFP shall be <br />or be deemed to be employees or agents of the County for any purpose whatsoever. <br />13.4 Entire Agreement. <br />This Agreement contains the entire agreement between the parties with respect to <br />the subject matter hereof and supersedes all prior agreement and understandings with respect <br />thereto. No other agreements, representations, warranties or other matters, whether oral or <br />written, will be deemed to bind the parties hereto with respect to the subject matter hereof, unless <br />in writing executed by the parties after the date hereof and referring to this Agreement. <br />13.5 Written Amendments.. <br />This Agreement shall not be altered, modified or amended in whole or in part, <br />except in a writing executed by each of the parties hereto. <br />13.6 Force Maieure, <br />29 <br />