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Exhibit 2 <br /> <br />1 <br />Addendum to the Agreement between Tyler, and Orange County, Hillsborough, NC, 27278 dated <br />December 23, 2002. <br />Addendum B <br />The following are additional provisions to the Agreement. In the event of a conflict between Addendum <br />B and the Agreement, Addendum B shall prevail. <br />1. 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 <br />executing this Agreement Tyler affirms that Tyler and any subcontractors of Tyler are and shall <br />remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By <br />executing this Agreement Tyler certifies that Tyler has not been identified, and has not utilized <br />the services of any agent or subcontractor identified, on the list created by the State Treasurer <br />pursuant to G.S. 147-86.58. By executing this Agreement Tyler certifies that Tyler has not been <br />identified, and has not utilized the services of any agent or subcontractor identified, on the list <br />created by the State Treasurer pursuant to G.S. 147-86.81. <br /> <br />2. Non-Discrimination. Tyler shall at all times remain in compliance with all applicable local, state, <br />and federal laws, rules, and regulations including but not limited to all state and federal non- <br />discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination <br />Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference <br />and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any <br />violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and <br />County may immediately terminate this Agreement without further obligation on the part of the <br />County. This paragraph is not intended to limit and does not limit the definition of breach to <br />discrimination. <br /> <br />3. Non-Appropriation. Tyler acknowledges that County is a governmental entity, and the validity of <br />this Agreement is based upon the availability of public funding under the authority of its <br />statutory mandate. <br /> <br />In the event that public funds are unavailable and not appropriated for the performance of <br />County’s obligations under this Agreement, then this Agreement shall automatically expire <br />without penalty to County immediately upon written notice to Tyler of the unavailability and <br />non-appropriation of public funds. It is expressly agreed that County shall not activate this non- <br />appropriation provision for its convenience or to circumvent the requirements of this <br />Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. <br /> <br />In the event of a change in the County’s statutory authority, mandate or mandated functions, by <br />state or federal legislative or regulatory action, which adversely affects County’s authority to <br />continue its obligations under this Agreement, then this Agreement shall automatically <br />terminate without penalty to County upon written notice to Tyler of such limitation or change in <br />County’s legal authority. <br />DocuSign Envelope ID: F20E4FEA-A225-4800-9FF6-F3EEDC9C1AFC