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17 <br /> 16. NON—APPROPRIATION <br /> a. Provider acknowledges that County is a governmental entity, and the validity of this Agreement <br /> is based upon the availability of public funding under the authority of its statutory mandate. <br /> b. 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 Provider 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 Agreement, <br /> but only as an emergency fiscal measure during a substantial fiscal crisis. <br /> c. In the event of a change in or successful challenge to the County's statutory authority, mandate <br /> and/or mandated functions, by state and/or federal legislative, judicial or regulatory action, <br /> which adversely affects County's authority to continue its obligations under this Agreement, <br /> then this Agreement shall automatically terminate without penalty to County upon written notice <br /> to Provider of such limitation or change in County's legal authority. <br /> 17. NOTICES <br /> Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, <br /> return receipt requested to the following: <br /> County: Provider: <br /> Orange County North State Communications Advanced Services, LLC <br /> Attn: Travis Myren Michael Saperstein <br /> P.O. Box 8181 One Lumos Plaza <br /> Hillsborough,NC 27278 Waynesboro, VA 22980 <br /> 18. RECORD KEEPING <br /> Provider shall maintain financial and other records that specifically show the use of the Funds <br /> exclusively for the purposes of the Scope of Work. Provider shall maintain such records for at <br /> least five (5)years after the end of the Agreement. County shall have the right,upon reasonable <br /> notice, to conduct on-site visits and to audit at any time up to five (5) years after the end of the <br /> Project Closeout, as defined in Section 15, Provider's records relating to the expenditure of the <br /> Funds. <br /> 19. DEFAULT AND REMEDIES <br /> a. Default. A default under this Agreement shall occur if(a) a Party fails to perform, in any <br /> material respect, any of its obligations set forth in this Agreement, (b) such failure is not <br /> excused by any provision of this Agreement, and(c) such failure continues un-remedied for a <br /> period of thirty(30) calendar days following receipt of written notice from a non-breaching <br /> Party. If the breach by its nature cannot be cured within thirty(30) days and the breaching <br /> Party within that time has diligently commenced its cure,there shall be no default as long as <br /> the Party diligently continues such cure to completion. <br /> 12 <br />