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DocuSign Envelope ID:6287A96E-3D08-4E5A-829C-DA75D9AF2941 <br /> e. Entire Agreement. This Agreement represents the entire and integrated agreement <br /> between the County and the Provider and supersedes all prior negotiations, <br /> representations or agreements, either written or oral. This Agreement may be amended <br /> only by written instrument signed by both parties. Modifications may be evidenced by <br /> facsimile signatures. <br /> f. Severability. 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 <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 other 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 I IA 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, <br /> and the parties' direct liability one to the other for all claims, regardless of cause, is <br /> limited to its insurance policy coverage and capped at the coverage limits set forth in its <br /> certificate 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 its parent company or any affiliates thereof. Thus all recourse resulting from <br /> Revised 12/18 <br /> 6 <br />