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DocuSign Envelope ID:563913F3-001 E-4251 A6138-25471`7251`61`2 <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 I'Linds are unavailable and not appropriated for the performance of <br /> Owner's obligations Linder this agreement, then this Agreement shall automatically expire <br /> Without penalty to Owner immediately, upon written notice to Contractor ofthe 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 f ederal legislative or regulatory action, which adversely affects <br /> 0,wner'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 /> 11. DIGITAL SIGNATURES <br /> This Agreement together with any amendments or niodilications may be executed <br /> electronically. All electronic signatures affixed hereto evidence the intent of the Parties to <br /> comply with Article I IA and Article 40 of North Carolina jeneral Statute Chapter 66. <br /> 12. ]ENTI12E AGREEMENT <br /> "I'lie Pat-ties have read this agreement 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 of the 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 /> teleflacsimile signatures. Should any conflict arise in the terms of any documents referenced <br /> herein and this Agreement the terms of`this Agreement shall be given priority and shall control <br /> over all other such documents. Should a request for proposals and a proposal be referenced the <br /> terms of the request for proposals shall have priority over the terms ofthe proposal. <br /> 1.I. COMPLIANCE WITH LAW/GOVERNING LAW <br /> Both parties agree that this Agreement shall be governed by the laws of the State ref f North <br /> arolina and any action brought under this Agreement shall be brought in the General Court of <br /> Justice of the State of'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 Iiinited to all anti-discrimination laws. <br /> [SIGNA']-'URE PAGE To I"OLLOW] <br /> Revised 10114 3 <br />