2019-664-E Emergency Svc - Mobile Communications America Vesta CPE Maintenance

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DocuSign Envelope ID:8FO93087-8BC6-4233-B8AA-055A7OB53EOC Attachment A ADDITIONAL TERMS AND CONDITIONS These additional Terms and Conditions are an Addendum to the Service Agreement entered into on October 16,2019("Effective Date")by and between Mobile Communications America, Inc. ("MCA")and Orange County,North Carolina, a body politic and corporate("Customer"). 1. MCA shall 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 and Orange County Living Wage Policy (each policy is incorporated by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). Any violation of this requirement is a breach of this Agreement and Customer may immediately terminate this Agreement without further obligation on part of the Customer. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement, MCA affirms that MCA is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement, MCA certifies that MCA has not been identified, and has not utilized the services of any agent or subcontractor on the list created by the State Treasurer pursuant to G.S. 147-86.58. 2. Non-Appropriation. MCA acknowledges that Customer is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of Customer's obligations under this Agreement, then this Agreement shall automatically expire without penalty to Customer immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that Customer shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement,but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the Customer's statutory authority,mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects Customer's authority to continue its obligations under this Agreement,then this Agreement shall automatically terminate without penalty to Customer upon written notice to MCA of such limitation or change in Customer's legal authority. 3. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81.