2020-105-E Emergency Svc - Target Solutions Learning LLC EMS training

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Attachment A 01.17.2020 ADDITIONAL TERMS AND CONDITIONS These additional Terms and Conditions are an Addendum to the Client Agreement entered into on October 19, 2019 (“Effective Date”) by and between TargetSolutions Learning, LLC d/b/a Vector Solutions (“TargetSolutions”), a Delaware limited liability company, powered by CrewSense, LLC (“CrewSense”) and Halligan, Inc. (“Halligan”) (collectively referred to as “TSL”) and Orange County, North Carolina, a local political subdivision of the State of North Carolina (“Client”). 1. TSL 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 Client may immediately terminate this Agreement without further obligation on part of the Client. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement, TSL affirms that TSL is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement, TSL certifies that TSL 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. 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. 2. Non-Appropriation. TSL acknowledges that Client 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 Client’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to Client immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that Client 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 Client’s statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects Client’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to Client upon written notice to TSLof such limitation or change in Client’s legal authority. 3. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of the North Carolina General Statutes Chapter 66. Orange County:TargetSolutions Learning, LLC By: _____________________________ By: __________________________ Bonnie Hammersley, County Manager , %UDQGL+RZH'LUHFWRURI$FFRXQW0DQDJHPHQW DocuSign Envelope ID: 6C584E07-B9D4-4BC2-A04F-262D3B0B6BA6