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Revised 6/21 <br /> 3 <br /> <br />7. Termination: This Agreement may be terminated at any time without cause by either Party <br />upon sixty (60) days written notice. This agreement may be terminated with cause at any time by either party <br />upon at least 30 days prior written notice to the other party upon default of one or more of its obligations <br />hereunder, unless such default is cured within 30 days of the notice of termination. <br /> <br />8. Entire Agreement: The parties have read this Agreement and agree to be bound by all of its <br />terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the <br />parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by <br />telefacsimile signature. <br /> <br />9. 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. Provider shall at all <br />times remain in compliance with all applicable local, state, and federal laws, rules, and regulations and the <br />Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is <br />incorporated herein by reference and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php). Any violation of this <br />requirement is a breach of this Agreement and County may immediately terminate this Agreement without <br />further obligation on the part of the County. This paragraph is not intended to limit and does not limit the <br />definition of breach to discrimination. By executing this Agreement Provider affirms that Provider and any <br />subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North <br />Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been <br />identified, and has not utilized the services of any agent or subcontractor, on the list created by the State <br />Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not <br />been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by <br />the State Treasurer pursuant to G.S. 147-86.81. <br /> <br />10. Non Appropriation: Provider acknowledges that County is a governmental entity, and the <br />validity of this Agreement is based upon the availability of public funding under the authority of its statutory <br />mandate. In the event that public funds are unavailable and not appropriated for the performance of County’s <br />obligations under this Agreement, then this Agreement shall automatically expire without penalty to County <br />immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. <br /> <br />11. Signature: This Agreement together with any amendments or modifications may be executed <br />electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article <br />11A and Article 40 of North Carolina General Statute Chapter 66. <br /> <br />12. Priority: In determining the basic services to be provided, should any documents be referenced <br />in this Agreement, the terms herein shall have priority in any conflict between the terms of referenced <br />documents and the terms of this Agreement, except the Business Associate Agreement. <br /> <br /> <br />[SIGNATURES ON FOLLOWING PAGE] <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br />DocuSign Envelope ID: 9626C6F3-65DD-4E0D-A501-6A3A939E2BA1