Orange County NC Website
Browse       Search
6 <br /> <br />Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. <br />Under no circumstances shall any dispute be addressed through binding arbitration. <br /> <br /> 10.5 Extent of Agreement <br /> <br /> 10.5.1 This Agreement, together with the Request for Proposals together with attachments <br />distributed by the County and the Consultant’s submitted Proposal, all of which constitute the Contract <br />Documents, represents the entire and integrated agreement between the County and the Consultant and <br />supersedes all prior negotiations, representations or agreements, either written or oral. In the event of a <br />conflict among the terms of the Contract Documents, the priority of documents shall be This Agreement, <br />the County’s Request for Proposals, attachments to the County’s Request for Proposals, the Consultant’s <br />Proposal. This Agreement may be amended only by written instrument signed by both parties. <br />Modifications may be evidenced by facsimile signatures. <br /> <br /> 10.6 Severability <br /> <br /> 10.6.1 If any provision of this Agreement is held as a matter of law to be unenforceable, the <br />remainder of this Agreement shall be valid and binding upon the Parties. <br /> <br /> 10.7 Ownership of Deliverables <br /> <br /> 10.7.1 All Deliverables, together with all supporting materials, source documentation, data <br />collected, field notes, and working drafts, developed in the performance of this Agreement shall become <br />the property of the County and may be used on any other project without additional compensation to the <br />Consultant. The use of the Deliverables by the County or by any person or entity for any purpose other <br />than the Project as set forth in this Agreement shall be at the full risk of the County. <br /> <br /> 10.8 Non-Appropriation <br /> <br /> 10.8.1 Consultant acknowledges that County is a governmental entity, and the validity of this <br />Agreement is based upon the availability of public funding under the authority of its statutory mandate. <br /> <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 without <br />penalty to County immediately upon written notice to Consultant of the unavailability and non- <br />appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation <br />provision for its convenience or to circumvent the requirements of this Agreement, but only as an <br />emergency fiscal measure during a substantial fiscal crisis. <br /> <br /> In the event of a change in the County’s statutory authority, mandate and/or mandated functions, <br />by state and/or federal legislative or regulatory action, which adversely affects County’s authority to <br />continue its obligations under this Agreement, then this Agreement shall automatically terminate <br />without penalty to County upon written notice to Consultant of such limitation or change in County’s <br />legal authority. <br /> <br /> 10.9 Notices and Signatures <br /> <br />DocuSign Envelope ID: 5A925DBA-D251-412C-BF01-9DC0472075C6