2023-694-E-Finance Dept-Maximus Consulting Services-CAP-EMS

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Revised 04/23 8 h.Non-Appropriation. Provider acknowledges that County 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 or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i.Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j.Data Accuracy. Provider will guide the County to determine the data required. County represents that all financial and statistical information provided to Provider by County, its employees and agents is accurate and complete to the best of its knowledge. County further acknowledges and agrees that Provider is entitled to rely upon the accuracy and completeness of the data to perform the Basic Services. County will provide all data in a timely manner sufficient to allow Provider to provide the Basic Services. Provider has no liability to County for County’s provision of incomplete, inaccurate or untimely data. k.Copyright for Provider’s Proprietary Software. To the extent that the Basic Services provided by Provider are generated by Provider’s proprietary software, nothing contained herein is intended nor will it be construed to require Provider to provide such software to County. County agrees that it has no claims of ownership, including copyright, patents or other intellectual property rights to Provider’s software. Nothing in this Agreement will be construed to grant County any rights to Provider’s materials created prior to the execution of this Agreement. All of the deliverables prepared by Provider for County included in the Basic Services are specifically set out in herein. l.Provider Liability if Audited. Provider will, upon notice of audit, make work papers and other records available to the auditors. Provider’s sole responsibility under an audit will be to provide reasonable assistance to County through the audit and to make changes to the work product required as a result of the audit. Provider will not be liable for any audit disallowances or any missed or lost revenue associated with, or related to, the Basic Services, regardless of cause. m.Litigation Reimbursement. If Provider is requested by County to produce deliverables, documents, records, working papers, or personnel for testimony or interviews with respect to this Agreement or any services provided hereunder for any third party matter, DocuSign Envelope ID: 63E8AFC2-6818-4EB5-A9FB-757FB6CF8B11