2018-238 AMS - CCG Systems Faster Asset Solutions

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e. Entire Ann ement. This Agreement, together with the RFP and its attachments and the Proposal and its attachments, represents the ochre and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may he evidenced by facsimile signatures. I. Seveab'I'N. If any provision of this Agreement is held as a matter of law m be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product Should Provider's performance of Us Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or tldngs by the County or by any person or entity for my purpose other than the Project as set forth in this Agreement shall be at the fail risk of the County. Such Work Product does not include any software provided or developed by Provider. h. Non- Appremiation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its summary mandate. In the event that public funds are unavailable and not appropriated fen tbe performance of County's obligations under this Agreement. then Ibis Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of tine unavailability and non - appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for it convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a submarfial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. i. Si_ lag at laves. This Agreement together with my amendments or modifications may be executed elecunnically. All electronic signatures affixed hereto evidence the cement of the Parties to Milian electronic signatures and the intent of the Parties to comply with Article I IA and Article 40 ofNonh Cmpfina General Statute Chapter66. j. Notic er. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name & Address CCG Systems, Inc. FASTER Asset Solutions Attention: Jeff Thompson Attention: Commas P.O. Box 8191 760 Lyunhaven Parkway, Suite 203 Billsborough, NC 27278 Virginia Beech, VA 23452 ISIGNATURR PAGE TO FOLLOW] RwuW tan a