2015-433-E Arts - American for the Arts for Arts & Economic Prosperity V impact study

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DocuSign Envelope ID: B3F2DE33-B038-4BE5-825E-715B2AB5F376 CONTRACTUAL CLAUSES (continued) • The Orange County Arts Commission is required to place an active URL or other web feature that directly links from the home page of their organizational web site(if applicable)to the Americans for the Arts economic impact resource page(www.AmericansForTheArtS.org/Economiclmpact). It will be active by May 31,2017 and will remain in place and active until at least June 30,2018. • Americans for the Arts will deliver the final report for Orange County in an editable Microsoft Word format.The Orange County Arts Commission is prohibited from modifying the data findings in any way.The Orange County Arts Commission may,however,make edits and additions to the Acknowledgments section of the report,add an introduction page written by a representative of the Orange County Ails Commission, and add additional pull-quotes(or replace national pull-quotes with pull-quotes from local or statewide leaders). • The Orange County Arts Commission is prohibited from modifying the existing design of the final report that is delivered by Americans for the Arts. The Orange County Arts Commission may, however,create an entirely new report design that incorporates different covers and different imagery. If a new design is created,the title must not be changed and the Americans for the Arts logo must be displayed. • Either Party for good reason as determined by either Party in its reasonable judgment. • Americans for the At and the Orange County Arts Commission do not intend to establish,and in fact do not hereby establish a partnership,joint venture,or agency relationship. Each party is responsible for the consequences of its own actions. • To the extent that one party(the Indemnified Party)suffers or incurs liability,damages,or expense (including reasonable attorney fees)in defense of a third party legal proceeding arising out of the negligence or other wrongful conduct of the other party(the Indemnifying Party),the Indemnifying Party shall to the extent provided by North Carolina law indemnify and hold harmless the Indemnified Party for the same. • Any decision or award may be submitted to a court of competent jurisdiction for enforcement. Notwithstanding the foregoing,either party may seek injunctive or similar relief in a court of law. • Americans for the Arts acknowledges that Orange County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of Orange County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to Orange County immediately upon written notice to Americans for the Arts of the unavailability and non-appropriation of public funds. It is expressly agreed that Orange County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in Orange County's statutory authority, mandate and/or mandated functions,by state and/or federal legislative or regulatory action,which adversely affects Orange County's authority to continue its obligations under this Agreement,then this Agreement shall automatically terminate without penalty to Orange County upon written notice to Americans for the Arts of such limitation or change in Orange County's legal authority. ■ This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. Initial above 15