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DocuSign Envelope ID:7F37477C-8804-49AB-9710-C7AEB88A1860 <br /> sUitS or actoors. The Parties may agtee to nonbinding mediation of any dispute prim. to the <br /> bringing of such suit or action <br /> 10 5 Ftstent et\ooz crossot <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,tesnc.ent_ the entire and integrated agreement between the <br /> County and the Consultant and supersedes all onoot negotiations, reseentations 00 agreements, <br /> either written or oral In the event cit a conflict among the terms or the Corttact Documents,ent,,t1=e <br /> infirmity of documents ents shall be This Agreement,the County's s Revues for Ptoposais,attachments <br /> to the County's Request tut Proposals, the Consultant's Pt 1posa1 This Agreement may be <br /> ten ed-only by written instrument signed be both piatnes Modifications may be evidenced by <br /> facsimile s:otnatur <br /> 10 6 Severability <br /> I0 n I It any provision of this Agreement is held as a matter or law to be <br /> unenforceable,the remainder or this Agreement hall he valid and binding upon the Parties <br /> ill? tit neoshr_pofDeliverables <br /> 10 7 1 All Deliverables,together with h ail supporting materials,source doctunentation, <br /> data collected,field notes,and sic kung.drafts,developed in the per formance cif this L eeme t <br /> shall become the ptopeits•of the County and may be used on any other ponjec=without additional <br /> compensation to the Consultant 1,he use of the Deliverables by the County.v by any nelson or <br /> entity for any purpose Whet than the Project as set forth in this Agi cement-shall be at he tall risk <br /> ot the County <br /> 10 8 \on i? to oration <br /> 10'1.1 Consultant acknowledges that t'Onnt}is a governmental s=tlty,and the validity of <br /> =his T}_te sons... is based upon the availability of pubho It nd ng untie: the authonty of its <br /> _statutory mandate <br /> In the _sent that public funds are unavailable and not appropriated for the performance of <br /> County's obligations under this ,Agreement, then this Agteement shall automatically espite <br /> without penalty to County immediately upon written notice to Consultant of the unavailability <br /> and non-appropriation of public hinds It is expressly agreed that County shall not activate this <br /> non-app opr:ati=n provision Sot its convenience or to circumvent the teouttements of this <br /> Agreement,hut only as an emergency fiscal measure during a substantial fiscal crisis <br /> In the event of a change in the County starring s authority,mandate antler mandated functions, <br /> by state antiot federal ,ealslatrso c=t regulators action, which adversely affects County's <br /> authority to continue its obligations under. this Agreement, then this Agreement shah <br /> automatically tetminate without penalty to County upon written nc t ce to Consultant or such <br /> limitation OT change in County's ty's 1 _al authority-. <br /> 10 Notices and Signatures <br /> Rettstc 1'-'i4 <br />