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17.8. Termination. The Customer may terminate this Agreement based upon Motorola's material <br />breach of this Agreement; provided, Motorola has taken all reasonable actions to remedy the breach. The <br />Customer shall give Motorola thirty (30) days' prior written notice of its intent to terminate this Agreement <br />for cause. In the event of termination, Motorola shall be paid that portion of the fees and expenses that it <br />has earned up to the date of termination, less any reasonable costs or expenses incurred by the <br />Customer due to errors or material omissions directly caused by Motorola. The payment of any sums by <br />the Customer under this Agreement or the waiver by the Customer of any breach of this Agreement shall <br />not constitute a waiver of any claim for reasonable damages by the Customer for any breach of this <br />Agreement. <br />18. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of <br />respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing <br />this Agreement, Motorola affirms that it and any of its subcontractors are and shall remain in compliance <br />with Article 2 of Chapter 64 (E-Verify) of the North Carolina General Statutes. By executing this <br />Agreement, Motorola certifies that Provider has not been identified, and has not utilized the services of <br />any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147- <br />86.58 (Divestment from Iran). By executing this Agreement, Motorola certifies that it has not been <br />identified, and has not utilized the services of any agent or subcontractor identified, on the list created by <br />the State Treasurer pursuant to G.S. 147-86.81 (Divestment from Companies Boycotting Israel). <br />19. Non Appropriation. Motorola acknowledges that Customer is a governmental entity, and the validity <br />of this Agreement is based upon the availability of public funding under the authority of its statutory <br />mandate. In the event that public funds are unavailable and not appropriated for the performance of <br />Customer’s obligations during the term of this Agreement, the Customer agrees to provide Motorola with <br />immediate notice and this contract shall be terminated the last day of the fiscal year in which funds were <br />appropriated. The Customer will be responsible for services performed and equipment delivered up to the <br />date of notice of non-appropriation of funds. The Customer shall have no further legal obligation <br />subsequent to termination and pursuant to this Agreement. <br />20. Signatures. This Agreement together with any amendments or modifications may be executed <br />electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with <br />Article 11A and Article 40 of North Carolina General Statute Chapter 66 (electronic transactions). <br />DocuSign Envelope ID: 9F672A0E-9FCB-4354-99B8-69B1DEDAAD2CDocuSign Envelope ID: DE9704E5-844F-413C-813F-68BC33D96277