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DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B <br /> 14 <br /> 2. The County receives a final Expenditure Report indicating that all approved Project <br /> work has been completed, and that all Award funds corresponding to such work <br /> during the Term of this Agreement have been disbursed to Provider; <br /> 3. The County confirms the accuracy of the final Expenditure Report and reconciles <br /> actual costs incurred by Provider to Subaward payments (including modifications) <br /> and, as a result of such reconciliation, issues any additional funds or receives <br /> reimbursement from Provider, as the case may be (true-up); and <br /> 4. The County notifies Provider in writing that the Subaward is completed and closed. <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 Mary McDermott <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 /> 12 <br />