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DocuSign Envelope ID: F2DC536B-9A37-41 CF-8A34-E60971 FF929E <br /> h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and <br /> the validity of this Agreement is based upon the availability of public funding under the <br /> authority of its statutory mandate. <br /> In the event that public funds are unavailable and not appropriated for the performance of <br /> County's obligations under this Agreement, then this Agreement shall automatically <br /> expire without penalty to County immediately upon written notice to Provider of the <br /> unavailability and non-appropriation of public funds. It is expressly agreed that County <br /> shall not activate this non-appropriation provision for its convenience or to circumvent <br /> the requirements of this Agreement, but only as an emergency fiscal measure during a <br /> substantial fiscal crisis. <br /> In the event of a change in the County's statutory authority, mandate and/or mandated <br /> functions, by state and/or federal legislative or regulatory action, which adversely affects <br /> County's authority to continue its obligations under this Agreement, then this Agreement <br /> shall automatically terminate without penalty to County upon written notice to Provider <br /> of such limitation or change in County's legal authority. <br /> i. Signatures. This Agreement together with any amendments or modifications may be <br /> executed electronically. All electronic signatures affixed hereto evidence the consent of <br /> the Parties to utilize electronic signatures and the intent of the Parties to comply with <br /> Article 11A and Article 40 of North Carolina General Statute Chapter 66. <br /> j. Defect Notice. The County shall provide notice to the Provider if the County becomes <br /> aware of any defect(s) or suspected defect(s) in the Provider's professional services or <br /> instruments of service, so that the Provider may be afforded the opportunity to address <br /> such alleged defect(s). Failure by the County to notify the Provider of the discovery or <br /> suspicion of such defect(s) shall relieve the Provider of liability for any damages caused <br /> by the defect(s) in excess of the damages that would have been incurred if the County <br /> had given notification to the Provider when such defect(s) were first discovered or <br /> suspected by the County and the Provider had promptly corrected such defects. Notice <br /> as required in this subsection shall be provided as promptly as is reasonable under the <br /> circumstances existing at the time. <br /> k. Fiduciary Responsibility. Neither the Provider nor the Provider's consultants have <br /> offered any fiduciary service to the County and no fiduciary responsibility shall be owed <br /> to the County by either the Provider or the Provider's consultants as a consequence of <br /> the County and Provider entering into this Agreement. <br /> 1. Third Party Rights. Nothing in this Agreement or related to the performance of this <br /> Agreement is intended to create any third-party rights or benefits for or in any other <br /> person or entity for any purpose. <br /> m. Consequential Damages. The Provider and County waive consequential damages for <br /> claims, disputes, or other matters in question arising out of or relating to this Agreement. <br /> This mutual waiver is applicable, without limitation, to all consequential damages <br /> including but not limited to those due to either party's termination of this Agreement. <br /> n. Notices. Any notice required by this Agreement shall be in writing and delivered by <br /> Revised 2/17 <br /> 6 <br />