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DocuSign Envelope ID: D02F731 F-DC88-40ED-A87D-E3C061 DBAEEE <br /> 10.5.1 This Agreement, together with the RFQ and attachments distributed by the <br /> County and the Consultant's submitted response to the RFQ, all of which constitute the Contract <br /> Documents, represents the entire and integrated agreement between the County and the <br /> Consultant and supersedes all prior negotiations, representations or agreements, either written or <br /> oral. In the event of a conflict among the terms of the Contract Documents, the priority of <br /> documents shall be this Agreement, the County's RFQ, attachments to the County's RFQ, and <br /> the Consultant's response to the RFQ. This Agreement may be amended only by written <br /> instrument signed by both parties. Modifications may be evidenced by facsimile signatures. <br /> 10.6 Severability <br /> 10.6.1 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 Parties. <br /> 10.7 Ownership of Deliverables <br /> 10.7.1 All Deliverables, together with all supporting materials, source documentation, <br /> data collected, field notes, and working drafts, developed in the performance of this Agreement <br /> shall become the property of the County and may be used on any other project without additional <br /> compensation to the Consultant. The use of the Deliverables by the County or by any person or <br /> entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk <br /> of the County. <br /> 10.8 Non-Appropriation <br /> 10.8.1 Consultant acknowledges that County is a governmental entity, and the validity of <br /> this Agreement is based upon the availability of public funding under the authority of its <br /> 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 Consultant of the unavailability <br /> and non-appropriation of public funds. It is expressly agreed that County shall not activate this <br /> non-appropriation provision for its convenience or to circumvent the requirements of this <br /> 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 functions, <br /> by state and/or federal legislative or regulatory action, which adversely affects County's <br /> authority to continue its obligations under this Agreement, then this Agreement shall <br /> automatically terminate without penalty to County upon written notice to Consultant of such <br /> limitation or change in County's legal authority. <br /> 10.9 Notices and Signatures <br /> 10.9.1 This Agreement together with any amendments or modifications may be executed <br /> electronically. All electronic signatures affixed hereto evidence the consent of the Parties to <br /> utilize electronic signatures and the intent of the Parties to comply with Article I IA and Article <br /> 40 of North Carolina General Statute Chapter 66. <br /> Revised 11/19 <br /> 7 <br />