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x9/17/2099 11:11 9196443324 FINANCE PAGE 10 <br />12.5 Qoverning Law. 7'be laws of the State of North Carolina shall govern the validity, <br />construction, and performance of this Agreezttent, without regard to its conflict of law principles. <br />Actions relating to this Agreement shall be brought in the state or federal courts lacaied in and <br />serving Uraxtge County, North Caralina. Bach of the parties consents to the personal and exclusive <br />jurisdiction of that court for this purpose. <br />12.b Construction attd Severability. Wherever possible, each provision of this <br />Agreement shall be interpreted so that it is valid under applicable law. Zf any provision of this <br />Agreezztent is held illegal or unenforceable, that provision will be reformed only to the extent <br />necessary to make the provision legal and enforceable, all remaining provisions continue in full <br />force and effect. <br />12.7 Independent Contractors. The parties are independent contractors, and no other <br />relationship is intended by this Agreement. <br />12.$ noun arts. This Agreetxtent may be executed in two or more counterparts, each <br />Of which shall constitute an original, but all of which, when tsken together, shall constitute one and <br />the same instrument. <br />12.9 Entae Agreement. This Agreement, including the )Proposal attached as Exhibit A, <br />and other applicable exhibits (which Wray include the Contact Jnformation attached as Exhibit 13, <br />the Hardware Exhibit attached as Exhibit C, the Trademark Titforntatian listed in Bxhibit D, the <br />Terntit>.ation or Expiration Options Regarding Content provided izt Bxh' it E, and the Insurance <br />Requirements listed in Exhibit , is the entire agreement of the parties and replaces any other <br />understandings or agreements (whether oral or w~,tten) between the parties regarding the subject <br />rnatttr of this Agreement. <br />12.10 tices. All notices and other eontmunieations required or permitted under this <br />A.greetxtent must be in writing artd hand delivered or sent by registered first-class mail, postage <br />prepaid or by overnight courier service. Such notices or other coxxttxzunications shall be effecti~~e <br />upon receipt if hand delivered, and ten (10) business days after nnailing (or, for overnight courier, <br />the number indicated in the tatailing instructions) if sent, in the case of the Client, to the address set <br />forth below azid, in the case of Granicus, to its principal executive offices to tkte attention of the <br />Chief l;xeeutive Officer, or at such outer address far a party as may be speci£ted by like notice. <br />12.11 Force Majeure. ptlter than payment obligations, neither party is responsible for <br />any delay or failure in perforzxtance if caused by any event outside the reasonable control of the <br />party, including without limitation ants of God, government regulations, shortage of supplies, act of <br />war, act of tenroriszn, earthquake, ox electrical, interttet or telecommunications outage. <br />13. NON Al'I'RO1'l~l~'~iON. The validity of this Agreement is based upon the availability of <br />public funding under the statutes delegating the Client its powers. In the event that the Client's <br />enabling legislation is changed so as to prohibit the activities contemplated by this Agt'aetttent or <br />should public Funds become unavailable atxd not appropriated for the continuation of this <br />.Agreement, the patties' obligations hereunder will automatically expire without penalty ten (10) <br />days after written notice to the Provider of such occurrence. Tt is undet•stood that the County will <br />not exercise this provision for its convenience, but otaly as an emergency fiscal measure ar as <br />required by law. <br />Gti.-NiCUS, INC. SkAVtCts,AGR~.EMENr 9 Version 4.U.1 <br />