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d. Entire Agreement. This Agreement represents the entire and integrated agreement <br />between the County and the Provider and supersedes a11 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. Severa.bilitv. If any provision of this Agreement is held as a matter of law to be <br />unenforceable, the remainder of this Agreement sha11 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 sha11 become the property of the County and may be used on any other project <br />without additional compensation to the Provider. The use of the documents, items or <br />things by the County or by any person or entity for any purpose other than the Project as <br />set forth in this Agreement shall be at the full risk of the County. <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 sha11 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 andlor 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 />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: <br />P.O. Box 8181 <br />Hillsborough, NC 27278 <br />Provider's Name <br />SthWa11, LLC <br />9601 Baileywick Rd <br />Raleigh, NC 27615 <br />IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have <br />hereunder set their hands and sea1, all as of the day and year first above written. <br />ORANGE COUNTY: PROVIDER: <br />Revised July 2010 <br />6 <br />