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to a duly authorized representative of the COUNTY sufficient to verify compliance with this Agreement, the COUNTY may, in its discretion, declare the COMPANY to be in default of this Agreement, withhold future payments due under this Agreement and/or require reimbursement of all or any portion of Grant funds previously paid, if the COMPANY did not rectify such default within 30 days. f. Non -Appropriations Provision. The COUNTY'S obligation to make disbursements to the COMPANY under this Agreement is contingent upon appropriations by the COUNTY and the availability of funds for the Grant. g. Jurisdiction. This Agreement constitutes a legally enforceable contract and shall be governed and construed in accordance with the laws of North Carolina. The parties agree and submit, solely for matters concerning this Agreement, to the exclusive jurisdiction of the North Carolina General Courts of Justice and agree, solely for such purposes, that the only venue for any legal proceedings shall be Lee County, North Carolina. The place of this Agreement, and all transactions and agreements relating to it, and their situs and forum, shall be in Lee County, North Carolina, where all matters, whether sounding in contract or tort, or relating to its validity, construction, interpretation, and enforcement shall be determined. h. The COMPANY shall comply with all applicable federal, state, and local laws and regulations. If the COMPANY fails to comply with any material law or regulation applicable to it, the COUNTY may, in its reasonable discretion, terminate the Agreement and declare that no future Grant disbursements shall be due and payable. i. Failure of the COUNTY at any time to require performance of any term or provision of this Agreement shall in no manner affect the rights of the COUNTY at a later date to enforce the same or to enforce any future compliance with or performance of any of the terms or provisions thereof. No waiver by the COUNTY of any condition or the breach of any terms, provision, or representation contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or the breach of that or any other term, provision or representation. j. Assignment. No party shall assign any interest in or obligation under this Agreement without the prior written consent of the other Party; such consent shall not be unreasonably withheld. k. Termination. The COUNTY may terminate this agreement, without notice to the COMPANY and pursuant to the provisions of this Agreement, for failure to meet the conditions of the grant, for failure of the Project or for 8