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Revised 11/19 7 <br />and supersedes all prior negotiations, representations or agreements, either written or oral. In the <br />event of a conflict among the terms of the Contract Documents, the priority of documents shall be <br />this Agreement, the County’s RFQ, attachments to the County’s RFQ, and the Consultant’s <br />response to the RFQ. This Agreement may be amended only by written instrument signed by both <br />parties. 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, <br />the 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, <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 /> <br /> 10.8 Non-Appropriation <br /> <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 statutory <br />mandate. <br /> <br />In the event that public funds are unavailable and not appropriated for the performance of County’s <br />obligations under this Agreement, then this Agreement shall automatically expire without penalty <br />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- <br />appropriation provision for its convenience or to circumvent the requirements of this Agreement, <br />but only as an 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 <br />to 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 <br />County’s legal authority. <br /> <br /> 10.9 Notices and Signatures <br /> <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 11A and Article <br />40 of North Carolina General Statute Chapter 66. <br /> <br /> 10.9.2 Any notice required by this Agreement shall be in writing and delivered by <br />certified or registered mail, return receipt requested to the following: <br /> <br />DocuSign Envelope ID: F08C6043-A165-4B95-9C6F-D2E8524A0B94