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DocuSign Envelope ID: 3EFOFF2D- AE78- 42B5- B6CA- 82C97781C16E <br />only by written instrument signed by both parties. Modifications may be evidenced by <br />facsimile signatures. <br />f. Severability. If any prevision 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 />g. 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 ether 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 />h. 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 />i. Signatures. This Agreement together with any amendments or modifications may be <br />executed electronically. All electronic signatures affixed hereto evidence the consent of <br />the Parties to utilize electronic signatures and the intent of the Parties to comply with <br />Article 11A and Article 40 of North Carolina General Statute Chapter 66. <br />j. Mutual Waiver. In no event shall either party be liable to the other party for any special, <br />indirect, incidental, punitive or consequential loss or damages under this Agreement, and <br />the parties" direct liability to the other for all claims, regardless of the cause, is limited to <br />its insurance policy coverage and capped at the coverage limits set forth in its certificate <br />of insurance. <br />k. Disclaimer. Orange County specifically agrees that all duties, liabilities and obligations <br />undertaken by Provider under this Agreement are undertaken exclusively by Provider <br />and not by its parent company or any affiliates thereof. Thus all recourse resulting from <br />Provider's breach of any provision of this Agreement is likewise limited to Provider and <br />not its parent or affiliated company (ies). <br />Re:vIsed 10117 <br />6 <br />