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suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the <br /> bringing of such suit or action. <br /> 10.5 Extent of AUeement <br /> 10.5.1 This Agreement, together with the Request for Proposals together with <br /> attachments distributed by the County and the Consultant's submitted Proposal, all of which <br /> constitute the Contract Documents, represents the entire and integrated agreement between the <br /> County and the Consultant and supersedes all prior negotiations, representations or agreements, <br /> either written or oral. In the event of a conflict among the terms of the Contract Documents,the <br /> priority of documents shall be This Agreement,the County's Request for Proposals,attachments <br /> to the County's Request for Proposals, and the Consultant's Proposal. This Agreement may be <br /> amended only by written instrument signed by both parties.Modifications may be evidenced by <br /> facsimile signatures, <br /> 10.6 Severabilily <br /> 10.6.1 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 Parties. <br /> 10.7 Ownership of Deliverables <br /> 10.7.1 All Deliverables, together with all supporting materials, source documentation, <br /> data collected, field notes, and working drafts, developed in the performance of this Agreement <br /> shall become the property of the County and may be used on any other project without additional <br /> compensation to the Consultant. The use of the Deliverables by the County or by any person or <br /> entity for'41iy purpose other than the PIr6j6ct as,set forth in this Agreement shall be at the full risk <br /> ourIty. <br /> 'Ofthe <br /> 10.8 Non-Appropriation <br /> 110.8.1 Consultant acknowledges that County is a governmental entity,and the validity of <br /> this Agreemeot is bas(;d upon'the ayailability of public funding under the authority of its <br /> 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 expire <br /> without penalty to County immediately upon written notice to Consultant of the unavailability <br /> and non-appropriation of public funds, It is expressly agreed that County shall not activate this <br /> non-appropriation provision for its convenience or to circumvent the requirements of this <br /> Agreement,but only as an emergency fiscal measure during a substantial fiscal crisis. <br /> In the event of a change in the County's statutory authority,mandate and/or mandated functions, <br /> by state and/or federal legislative or regulatory action, which adversely affects County's <br /> authority to continue its obligations under this Agreement, then this Agreement shall <br /> automatically terminate without penalty to County upon written notice to Consultant of such <br /> limitation or change in County's legal authority. <br /> 109 Notices <br /> Revised July 2010 <br /> 7 <br />