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Beginning with the completion of Phase 1 , and continuing thereafter for a term of five years , Hope <br /> NC will strive to ensure a minimum of 50% of the 8 beds will be reserved for Orange County <br /> residents and eligibility for this supportive housing is limited to adults with IDD that earn at or below <br /> 30% AMI . No funding for vacancies shall be provided by either party . <br /> 3 . ENTIRE AGREEMENT : This MOA constitutes the entire agreement among the Parties as of the <br /> date hereof with respect to the funding subject matter hereof and cannot be amended or terminated <br /> orally . <br /> 4 . NO THIRD-PARTY BENEFICIARIES : This MOA is not intended for the benefit of any third party . <br /> The rights and obligations contained herein belong exclusively to the parties hereto and shall not <br /> confer any rights or remedies upon any person or entity other than the parties hereto . <br /> 5 . SEVERABILITY : The Parties agree that if any provision of this MOA , or portion thereof, shall be <br /> adjudged by any court of competent jurisdiction to be invalid or unenforceable for any reason, such <br /> determination shall be confined to the operation of the provision at issue and shall not affect or <br /> invalidate any other provision of this MOA, and such court shall be empowered to substitute , to the <br /> extent enforceable , a provision similar thereto or other provisions so as to provide to the fullest extent <br /> permitted by applicable law the benefits intended by such provisions . <br /> 6 . PARAGRAPH HEADINGS : Paragraph headings contained in this MOA are included for <br /> convenience only and do not define , limit, or describe the scope of intent of this Agreement or in any <br /> way affect this MOA . <br /> 7 . APPLICABLE LAW : This MOA shall be governed by and in accordance with the Laws of the State <br /> of North Carolina . All actions relating in any way to this Contract shall be brought in the General <br /> Court of Justice in the County of Orange and the State of North Carolina . <br /> 8 . EXECUTION : The Parties agree to execute all documents , instruments , or further assurances as may <br /> be necessary or required to effectuate and complete all transactions contemplated by this MOA . <br /> 9 . ASSIGNMENT : This MOA shall not be assigned , in whole or in part, without the prior written <br /> consent of the Parties . <br /> 10 . NOTICE : Any and all notices , designations , consents , offers , acceptances , or any other <br /> communications provided for herein shall be given in writing by registered or certified mail, return <br /> receipt requested , to the respective Parties at the addresses listed below, unless each party has notified <br /> the others of a different address by means of the notification formalities described in this paragraph . <br /> If to Alliance Health : Attention : Robert Robinson , CEO <br /> 5200 West Paramount Parkway Suite 200 <br /> Morrisville, North Carolina 27560 <br /> If to Orange County : Attention : Travis Myren , County Manager <br /> 300 West Tryon Street <br /> Hillsborough , NC 27278 <br /> 2 <br />