2019-822-E AMS - Intellicom remediation data work for G12 Closet

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Revised 12/18 3 Contractor shall not assign all or any part of this Agreement, including rights to payments, to any other party without the prior written consent of the Owner. The County has designated (Angel Barnes) to act as the County's representative with respect to the Work and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 9. NON–APPROPRIATION Contractor acknowledges that Owner 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 Owner’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to Owner immediately upon written notice to Contractor of the unavailability and non-appropriation of public funds. It is expressly agreed that Owner 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 Owner’s statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects Owner’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to Owner upon written notice to Contractor of such limitation or change in Owner’s legal authority. 10. DISPUTE RESOLUTION Any dispute with respect to any provision of, or the performance or non-performance of, this Agreement shall be subject to the Dispute Resolution Rules and Procedures for Orange County Design, Building Construction, Renovation, and Repair Projects. The policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). 11. ENTIRE AGREEMENT The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it, together with specifically referenced documents, constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified by a written amendment to this Agreement signed by the parties. Modifications may be evidenced by telefacsimile signatures. Should any conflict arise in the terms of any documents referenced herein and this Agreement the terms of this Agreement shall be given priority and shall control over all other such documents. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of the proposal. 12. COMPLIANCE WITH LAW/GOVERNING LAW Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina and any action brought under this Agreement shall be brought in the General Court of Justice of the State of North Carolina in Orange County. Contractor 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 non-discrimination laws, policies, rules, and regulations and DocuSign Envelope ID: 1E518343-2340-4E32-861F-970C50FD99F0