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Page 4 of 5 <br /> <br />attorneys fees) arising from any injury, death, or damages caused in whole or in part by the <br />negligence or willful misconduct of the Partnership, including the Director, except to the <br />extent caused by the negligence or willful misconduct of the Town, County, or University. <br /> <br />Amendments: This MOU may be amended, in writing, by mutual agreement of the Parties. <br /> <br />Term: This MOU is established for three years, from September 1, 2024 August 31, 2027. <br /> <br />Non-Appropriation Clause: The Parties acknowledge that the Town, County, and <br />University are governmental entities, and the contract validity is based upon the availability <br />of public funding under the authority of its statutory mandate. In the event that public <br />funds are unavailable and/or not appropriated for the performance of Town, County, or <br />University obligations under this contract, then this contract shall automatically expire <br />without penalty to the Town, County, and/or University thirty (30) days after written notice <br />to Contractor of the unavailability and/or non-appropriation of public funds. It is expressly <br />agreed that the Town, County, and/or University shall not activate this non-appropriation <br />provision for its convenience or to circumvent the requirements of this contract but only as <br />an emergency fiscal measure during a substantial fiscal crisis, which affects generally its <br />operations. <br /> <br />Termination: The Parties, collectively and individually, reserve the right to terminate the <br />Agreement for any reason upon 90 days written notice. <br /> <br />Non-discrimination: In matters of employment, provision of services and contracting, the <br />Parties agree to act without regard to race, color, national origin, sex, gender, religion, age, <br />national origin, genetic information, sexual orientation, gender identity, gender expression, <br />veteran status, or disability. <br /> <br />Entire Agreement: This MOU shall constitute the entire agreement of the Parties and no <br />other warranties, inducements, considerations, promises, or interpretations shall be implied <br />or impressed upon this MOU that are not expressly addressed herein. All prior agreements, <br />understandings and discussions related to the establishment and maintenance of the Director <br />position are hereby superseded by this MOU. <br /> <br />TOWN OF CHAPEL HILL <br /> <br /> <br />___________________________________________________________________ <br />Chris Blue, Town Manager <br /> <br />DOWNTOWN PARTNERSHIP <br /> <br /> <br />___________________________________________________________________ <br />Jeri Lynn Schulke, Executive Director <br /> <br />THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL <br /> <br />Docusign Envelope ID: AECF6952-0645-4FFA-B99F-36EC1463C80D