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DocuSign Envelope ID:C9AF5D7E-E8F1-4FC2-8917-EA301453E701 <br /> Contractor acknowledges that Owner 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 <br /> mandate. <br /> In the event that public funds are unavailable and not appropriated for the performance of <br /> Owner's obligations under this Agreement, then this Agreement shall automatically expire <br /> without penalty to Owner immediately upon written notice to Contractor of the unavailability and <br /> non-appropriation of public funds. It is expressly agreed that Owner shall not activate this non- <br /> appropriation provision for its convenience or to circumvent the requirements of`this Agreement, <br /> but only as an emergency fiscal measure during a substantial fiscal crisis. <br /> In the event of a change in the Owner's statutory authority, mandate and/'or mandated <br /> functions,, by state and/or federal legislative or regulatory action, which adversely affects <br /> Owner's authority to continue its obligations under this Agreement, then this Agreement shall <br /> automatically terminate without penalty to Owner upon written notice to Contractor of such <br /> limitation or change in Owner's legal authority. <br /> II. DIGITAL SIGNATURES <br /> This Agreement together with any amendments or modifications may be executed <br /> electronically. All electronic signatures affixed hereto evidence the intent of the Parties to <br /> comply with Article I I A and Article 40 of North Carolina General Statute Chapter 66. <br /> 12. ENTIRE AGREEMENT <br /> The parties have read this Agreetnent and agree to be bound by all of its terms, and further <br /> agree that it, together with specifically referenced documents, constitutes the complete and <br /> exclusive statement ofthe Agreement between the parties unless and Until modified by a written <br /> amendment to this Agreement signed by the parties. Modifications may be evidenced by <br /> telef-'acsimile signatures. Should any conflict arise in the terms of any documents referenced <br /> herein and this Agreement the terms olthis Agreement shall be given priority kind shall control <br /> over all other such documents. Should as request for proposals and a proposal be referenced the <br /> terms of the request for proposals steal I have priority over the terms of the proposal. <br /> 13. COMPLIANCE WITH LAW/GOVERNING LAW <br /> Both parties agree that this Agreement shall be governed by the laws ofthe State of North <br /> C arol ina and any action brought tinder this Agreement shall be brought in the General Court of <br /> Justice of the State ol"North Carolina in Orange County. Provider shall at all times remain in <br /> compliance with all applicable local, state, and federal laws, rules, and regulations including but <br /> not limited to all anti-discriinination laws. <br /> ISIGNATURE PAGTE TO FOLLOW] <br /> Revised 101H 3 <br />