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d. Entire Agreement. This Agreement represents the entire and integrated agreement <br />between the County and the Provider and supersedes all prior negotiations, <br />representations or agreements, either written or oral. This Agreement may be amended <br />only by written instrument signed by both parties. Modifications may be evidenced by <br />facsimile signatures. <br />e. Severability. If any provision of this Agreement is held as a matter of law to be <br />unenforceable, the remainder of this Agreement shall be valid .and binding upon the <br />Parties. <br />f. Ownership of Work Product. Should Provider's performance of this Agreement generate <br />documents, items or things that are specific to this Project such documents, items or <br />things shall become. the property of the County and may be used on any other project <br />without additional compensation to the Provider. To the extent the County uses <br />documents, items ar things generated by the Provider in the performance of this <br />Agreement on any other project, the County shall indemnify, hold harmless and defend <br />Provider from and against ail loss, claims or expenses including reasonable attorney's <br />fees arising out of or related to such use. <br />g. Non-Appropriation. Provider acknowledges that County is a governmental entity, and <br />the validity of this Agreement is based upon the availability of public funding under the <br />authority of its statutory mandate. <br />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 <br />expire without penalty to County immediately upon written notice to Provider of the <br />unavailability and non-appropriation of public funds. It is expressly agreed that County <br />shall not activate this non-appropriation provision for its convenience or to circumvent <br />the requirements of this Agreement, but only as an emergency fiscal measure during a <br />substantial fiscal crisis. <br />In the event of a change in the County's statutory authority, mandate and/or mandated <br />functions, by state and/or federal legislative or regulatory action, which adversely affects <br />County's authority to continue its obligations under this Agreement, then this Agreement <br />shall automatically terminate without penalty to County upon written notice to Provider <br />of such limitation or change in County's legal authority. <br />In the event of termination of the Agreement for this reason, Provider shall be entitled to <br />payment for fees and expenses it has earned as of the date of termination in accordance <br />with Section 10(c)(i). <br />h. Notices. Any notice required by this Agreement shall be in writing and delivered by <br />certified or registered mail, return receipt requested to the following: <br />Orange County <br />Attention:Gary Shope <br />P.O. Box 8181 <br />Hillsborough, NC 27278 <br />Provider's Name <br />OBrien/Atkins Assoc., PA <br />P.O. Box 12037 <br />RTP, NC 27709 <br />Revved July 2010 <br />6 <br />