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going, either party may withdraw from the mediation proceeding without liability therefor in the event such proceeding continues for more than forty -five (45) days from the commencement of such proceeding. For purposes of the preceding sentence, the proceeding will be deemed to have commenced following the completion of the selection of a mediator as provided in Section 13.2(b). (f) If any dispute has not been resolved pursuant to the foregoing, either party may terminate this Agreement as provided in Section 12 hereof and /or may file suit in the North Carolina state courts sitting in Cabarrus County to enforce its rights hereunder. (g) The procedure specified in this Section 13.2 shall be the sole and exclu- sive procedures for the resolution of disputes between the parties arising out of or relating to this Agreement; provided, however, that a party, without prejudice to the above procedures, may file a complaint to seek a preliminary injunction or other provisional judicial relief, if in its sole dis- cretion such action is necessary to avoid irreparable damage or to preserve the status quo ( "Equitable Litigation'). Despite such action, the parties will continue to participate in good faith in the procedures specified in this Section 13.2. (h) Any interim or appellate relief granted in such Equitable Litigation shall remain in effect until the alternative dispute resolution procedures described in this Section 13.2 concerning the dispute that is the subject of such Equitable Litigation result in a settlement. Such written settlement agreement shall be the final, binding determination on the merits of such dispute, shall supersede and nullify any decision in the Equitable Litigation, and shall preclude any subsequent litigation on such merits (except to enforce the settlement agreement), notwith- standing any determination to the contrary in connection with any Equitable Litigation granting or denying interim relief or any appeal therefrom. (i) All applicable statutes of limitation and defenses based upon the passage of time shall be tolled while the procedures specified in this Section 13.2 are pending. The par- ties will take such action, if any, required to effectuate such tolling. 13.3 No Agency, Partnership or Joint Venture SMG is an independent contractor hereunder, and is not intended to be or to act as the agent of the County for purposes of the law of agency. Nothing herein contained is intended or shall be construed in any way to create or establish the relationship of partners or a j oint ven- ture between the County and SMG. None of the officers, agents or employees of SMG shall be or be deemed to be employees or agents of the County for any purpose whatsoever. 13.4 Entire Agreement This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect thereto. No other agreements, representations, warranties or other matters, whether oral or writ- ten, will be deemed to bind the parties hereto with respect to the subject matter hereof, unless in writing executed by the parties after the date hereof and referring to this Agreement. pdfconvert. 9450.1. cabarms_agreement_2015. doc 31 F -1 Attachment number 1 Page 111