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DocuSign Envelope ID:A8E51 BF8-6EBC-4632-A21 F-FE02EF5B133D <br /> b. Should Owner reasonably determine that Contractor has failed to perform the Work related to a <br /> Request for Payment, or fail to meet acceptable Performance Measures, Owner, at its discretion <br /> may withhold the final payment without penalty until such time as Contractor cures the breach. <br /> (i) Should Contractor or its representatives fail to cure the breach within ninety(90)business <br /> days, or fail to reasonably agree to such modified schedule, Owner may immediately <br /> terminate this Agreement in writing, without penalty or incurring further obligation to <br /> Contractor. <br /> (ii) This section shall not be interpreted to limit the definition of breach to the failure to <br /> perform the Work related to a Request for Payment. <br /> c. The Contractor has included in the Contract Price and shall pay all taxes assessed by any <br /> authority on the Work or the labor and materials used therein. It shall be the Contractor's <br /> responsibility to furnish the Owner documentary evidence showing the materials used and sales <br /> and use tax paid by the Contractor and each of its subcontractors. <br /> d. Should the Owner receive notice that the Contractor has failed to pay a Subcontractor for the <br /> Work performed related to a Request for Payment, Owner shall have the authority to withhold <br /> payment of the disputed amount until parties resolve their dispute. Failure to pay the Contractor <br /> pursuant to this section of the Agreement shall not be deemed to be a breach of the Agreement. <br /> 6. NON—APPROPRIATION <br /> a. Contractor acknowledges that Owner is a governmental entity,and the validity of this Agreement <br /> is based upon the availability of public funding under the authority of its statutory mandate. <br /> b. 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 <br /> and non-appropriation of public funds. It is expressly agreed that Owner shall not activate this <br /> non-appropriation provision for its convenience or to circumvent the requirements of this <br /> Agreement,but only as an emergency fiscal measure during a substantial fiscal crisis. <br /> c. In the event of a change in the Owner's statutory authority,mandate and/or mandated functions, <br /> by state and/or federal legislative or regulatory action,which adversely affects Owner's authority <br /> to continue its obligations under this Agreement, then this Agreement shall automatically <br /> terminate without penalty to Owner upon written notice to Contractor of such limitation or <br /> change in Owner's legal authority. <br /> 7. NOTICES <br /> Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, <br /> return receipt requested to the following: <br /> Owner: Contractor: <br /> Orange County Open Broadband, LLC <br /> Attn: Alan Fitzpatrick <br /> P.O. Box 8181 PO Box 723 <br /> Hillsborough,NC 27278 Waxhaw,NC 28173 <br /> 5 <br />