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DocuSign Envelope ID: 1E7DD055-EFB3-4CAA-97F8-DFE3B60EA684 <br /> caused by the negligence or willful misconduct of the County. It is the intent of this section <br /> to require Provider to indemnify the County to the extent permitted under North Carolina <br /> law. Nothing in this section is intended to affect or abrogate the County's sovereign <br /> immunity defenses. <br /> 15. 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 things <br /> shall become the property of the County and may be used on any other project without <br /> additional compensation to the Provider. The use of the documents, items or things by the <br /> County or by any person or entity for any purpose other than the Project as set forth in this <br /> Agreement shall be at the full risk of the County. <br /> 16. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the <br /> 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 expire <br /> without penalty to County immediately upon written notice to Provider of the unavailability <br /> and non-appropriation of public funds. It is expressly agreed that County shall not activate <br /> this non-appropriation provision for its convenience or to circumvent the requirements of <br /> this 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 <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 of <br /> such limitation or change in County's legal authority. <br /> 17. Notice. The Parties hereto agree and understand that written notice, mailed or delivered, to <br /> the last known address shall constitute sufficient notice to the County and the Provider. All <br /> notices required and/or made pursuant to this Agreement to be given to the County and the <br /> Provides shall be in writing and mailed to the party addressed as follows: <br /> Orange County Animal Services Anima]Kind, Inc. <br /> Director Executive Director <br /> Post Office Box 8181 Post Office Box 12568 <br /> Hillsborough,NC 27278 Raleigh,North Carolina 27605 <br /> 18. Entire Agreement. This Agreement, including any referenced attachments, constitutes the <br /> entire Agreement between the parties and shall supersede, replace or nullify any and all prior <br /> Agreements of understandings; written or oral, relating to the matters set forth herein, and <br /> any such prior Agreements or understandings shall have no force or affect whatsoever on <br /> this Agreement. The County and Provider have read this Agreement and agree to be bound <br /> by all of its terms, and further agree that this Agreement constitutes the complete and <br /> exclusive statement of the Agreement between the County and Provider. <br /> AnimaiKlnd,Lrc. (Rev. 612018) <br /> Orange County Perfomance Agreement <br /> Page 7 of 9 <br />