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13. Assignment. This Contract may only be assigned by (i) either party with the prior written consent of the other <br /> party; (ii) either party to its parent or a wholly-owned subsidiary of its parent; or (iii) either party to any <br /> successor by merger or acquisition or by divestiture or spin-off of substantially all of the business to which this <br /> Contract relates. <br /> 14. Taxes. Unless prohibited by law, Customer will be responsible for any and all taxes, fees, and assessments <br /> due, assessed, or levied on or against or based on any products and/or services on this Contract, except for <br /> taxes solely based on the net income of Hospira. Customer will promptly reimburse Hospira (on an after tax <br /> basis) for any taxes charged or assessed against Hospira as and when incurred by Hospira. If Customer <br /> represents and warrants that it has "Tax Exempt" status, Customer shall provide Hospira with a properly <br /> executed Exemption Certificate, whereupon Hospira will treat all applicable transactions (products and/or <br /> services) accordingly. <br /> 15. Customer Representations and Warranties. Customer represents and warrants to Hospira that Customer has <br /> the legal ability and authority to negotiate and enter into this Contract. <br /> 16. E-Verify. Pursuant to the terms of North Carolina General Statute 153A-449(b) no county may enter into a <br /> contract with a contractor unless the contractor and the contractor's subcontractors comply with the <br /> requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to <br /> maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes <br /> Hospira's breach of this Agreement. By executing this Agreement Hospira affirms they are in compliance with <br /> Article 2 of Chapter 64 of the North Carolina General Statutes. <br /> 17. Non-Appropriations. Hospira acknowledges that Customer is a governmental entity, and the validity of this <br /> Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the <br /> event that public funds are unavailable and not appropriated for the performance of Customer's obligations <br /> under this Agreement, then this Agreement shall automatically expire without penalty to Customer <br /> immediately upon written notice to Hospira of the unavailability and non-appropriation of public funds. <br /> This Contract must be signed and returned by Customer within 30 days of receipt, otherwise this offer is void. One <br /> fully executed original will be returned to Customer. <br /> [Signatures to follow] <br /> 3 <br /> SIP Req(06-07-12) ORANGE CO HLTH DEPT MVC 120913 Ver 02 <br />