Agenda - 12-18-2018 8-h - Service Renewal with Spectrum for Connecting County Buildings with Network Services and Dedicated Internet Access

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17 performance of this Service Agreement, except that any conflicts-of-law principles of such state that would result in the application of the law of another jurisdiction shall be disregarded). Any legal action brought under or in connection with the subject matter of the Service Agreement shall be brought only in the federal courts of North Carolina or, if such court would not have jurisdiction over the matter, then only in a North Carolina State court sitting in North Carolina. Each party submits to the exclusive jurisdiction of these courts and agrees not to commence any legal action under or in connection with the subject matter of the Service Agreement in any other court or forum. Each Party waives any objection to the laying of the venue of any legal action brought under or in connection with the subject matter of the Service Agreement in the Federal or state courts sitting in North Carolina,and agrees not to plead or claim in such courts that any such action has been brought in an inconvenient forum.Any claim that Customer wishes to assert under the Service Agreement must be initiated not later than one (1) year after the claim arose. IN ANY AND ALL CONTROVERSIES OR CLAIMS ARISING OUT OF OR RELATING TO THIS SERVICE AGREEMENT, ITS NEGOTIATION, ENFORCEABILITY OR VALIDITY,OR THE PERFORMANCE OR BREACH THEREOF OR THE RELATIONSHIPS ESTABLISHED HEREUNDER, CUSTOMER AND SPECTRUM EACH HEREBY WAIVES ITS RIGHT, IF ANY, TO TRIAL BY JURY. (g) No Third Party Beneficiaries. The terms of this Service Agreement and the Parties' respective performance of obligations as described are not intended to benefit any person or entity not a Party to this Service Agreement, and the consideration provided by each Party hereunder only runs to the respective Parties, and that no person or entity not a Party to this Service Agreement shall have any rights hereunder nor the right to require performance of obligations by either of the Parties. (h) Waiver. Except as otherwise provided herein, the failure of Spectrum to enforce any provision of this Service Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision. To be legally binding on Spectrum, any waiver must be in writing. (i) Remedies Cumulative and Nonexclusive. Unless stated otherwise herein, all rights and remedies of the Parties under this Service Agreement shall be cumulative, nonexclusive and in addition to, but not in lieu of, any other rights or remedies available to the Parties whether provided by law, in equity, by statute or otherwise. The exercise of any right or remedy does not preclude the exercise of any other rights or remedies. (j) E-VERIFY. Spectrum shall comply with E-Verify requirements in Article 2 of Chapter 64 of the North Carolina General Statutes. Spectrum certifies that it is aware of and in compliance with the requirements of E-Verify and Article 2 of Chapter 64 of the North Carolina General Statutes. In addition,Spectrum certifies that to the best of its knowledge,any subcontractors employed by it as a part of this Agreement are in compliance with the requirements of E-Verify and Article 2 of Chapter 64 of the North Carolina General Statutes. Spectrum acknowledges and agrees that local governments are prohibited from contracting with persons or entities that do not comply with E-Verify requirements and that Customer is relying on the certifications set forth herein in order to contract with Spectrum. NON-APPROPRIATION.Notwithstanding anything to the contrary,if the funds Customer requests for Services under a Service Order for a fiscal year are not appropriated(a"Non-Appropriation"),Customer shall have the right to terminate,without penalty,such Services at a Service location listed on such Service Order,provided that Customer shall(a)provide Spectrum with at least thirty(30)days written notice upon Customer being made aware of such Non-Appropriation prior to the start of such fiscal year and setting forth how such Non-Appropriation did not result from the act or failure by Customer; (b)pay Spectrum all amounts due and owing at the time of such Non-Appropriation for all Services provided by Spectrum pursuant to the Contract; (c)pay to Spectrum,upon receipt of invoice,all construction expenses and other non-recurring charges associated with the Services,and any costs and expenses incurred by Spectrum to deal with the Non-Appropriation,including,without limitation,any applicable third-party termination liability charges; (d)promptly shall cease all use of any software provided by Spectrum hereunder for such Service,and shall return such software to Spectrum; and(e)return to Spectrum or permit Spectrum to remove,in Spectrum's sole discretion,the Equipment in the same condition as when received,ordinary wear and tear excepted. Customer shall be responsible for reimbursing Spectrum for the repair or replacement of any Equipment not returned in accordance with this paragraph. (k) IRAN DIVESTMENT ACT CERTIFICATION. Spectrum hereby certifies that Spectrum,and all subcontractors,are not on the Iran Final Divestment List("List") created by the North Carolina State Treasurer pursuant to N.C.G.S. §147-86.58. Spectrum shall not utilize any subcontractor that is identified on the List. (1) Non-Discrimination. Spectrum tshall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy as incorporated herein by reference and may be viewed at http://www.oran eg countync. og v/departments/purchasing division/contracts.php.)This paragraph is not intended to limit and does not limit the definition of breach to discrimination. Spectrum Enterprise v.180530 CONFIDENTIAL Page 10 of 26 ©2016-18 Charter Communications.All Rights Reserved.