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DocuSign Envelope ID: 62A1013D- 4F2B- 44EF- ADF9- D546F5907E88 <br />Agreement may not be orally modified. Any modifications must be in writing, <br />expressly titled a modification or addendum to this contract, attached to this contract, <br />and signed by both parties. <br />11. SEVERABILITY: Should any provision, portion, or application thereof of this <br />Agreement be determined by a court of competent jurisdiction to be illegal, <br />unenforceable, or in conflict with any applicable law or constitutional provision, the <br />Parties shall negotiate an equitable adjustment in the affected provisions of this <br />Agreement with a view toward effecting the purpose of this Agreement, and the validity <br />and enforceability of the remaining provisions, portions, or applications thereof, shall <br />not be impaired. <br />12. TERM: The term of the Agreement shall be for one year period, beginning November <br />1, 2018 and ending October 31, 2019 and may be renewed for additional four one year <br />periods under the same terms unless amended by mutual agreement of the parties or <br />terminated sooner in accordance with this Agreement. <br />13. NON - APPROPRIATION. TMA acknowledges that County is a governmental entity, <br />and the validity of this Agreement is based upon the availability of public funding under <br />the authority of its statutory mandate. <br />In the event that public funds are unavailable and not appropriated for the performance <br />of County's obligations under this Agreement, then this Agreement shall automatically <br />expire without penalty to County immediately upon written notice to TMA 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 <br />affects County's authority to continue its obligations under this Agreement, then this <br />Agreement shall automatically terminate without penalty to County upon written notice <br />to TMA of such limitation or change in County's legal authority. <br />14. INSURANCE REQUIREMENTS. TMA shall obtain, at its sole expense, Commercial <br />General Liability Insurance, Automobile Insurance, Workers' Compensation <br />Insurance, and any additional insurance as may be required by County's Risk Manager <br />as such insurance requirements are described in the Orange County Risk Transfer <br />Policy and Orange County Minimum Insurance Coverage Requirements (each <br />document is incorporated herein by reference and may be viewed at <br />http: / /www.orangecountync.gov/ departments / purchasing _division /contracts.php). If <br />County's Risk Manager determines additional insurance coverage is required such <br />additional insurance shall consist of (if no additional insurance required mark <br />N/A as being not applicable). Provider shall not commence work until such insurance <br />is in effect and certification thereof has been received by the County's Risk Manager. <br />15. DISPUTE RESOLUTION. Any and all suits or actions to enforce, interpret or seek <br />6 <br />Revised 7/2018 <br />