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S. Any rte. to be givers by either party to the other mast be in writing, a rW personally <br />delivered or mailed by prepaid postage and certified mail, at the foMwing address: <br />SAC: Craig Benedict, AtCP, Orange County Planning Director, 306F Reveres Reed, P.O. <br />Box.8181, Hilsbon . W 27278. Fac*nile number (919) 644 -3042. <br />Conscrit :.Paui 3. Tisc r, Tisc hlerBies, Mc„ Sangamore <br />Buda, MD 20818. Facslndle number (301) 320.4860. Road, State 5244, <br />6. This Agreement is non - assignable by the Consultant and its subcontractors. <br />7. The County shall trey to Consultant a tote of Fifty Thousand One Hundred Dollars <br />and 00MOD (SW,100.00) for Ow completion of all tasks Indicted in Exhibit "A" Scope of <br />Work (the 'Total Fee'). Consultant shall 'receive a percentage of the Total Fee upon the <br />completion of each task fisted in both sections A and 8 of Exhibit A according to the <br />percentage allocation as noted on Exhibit A. Payments will be made by the County within <br />30 days of receipt of invoice from the Consultant for work identified In the scope of services <br />and approved as compere by the County. <br />8, This Agreement shall be construed under the laves of North Carolina. <br />9. This Agreement and Exhibits NA' and *Er represent; the entire and integrated <br />Agreement between the County and the Consultant and supersede all prior negotiations, <br />representatlons, or agreements, either written or oral. This Agreement may be amended <br />only by written instrument signed by both the County and the Consultant. Written and <br />signed amendments shall a ftnatically become part of the . <br />errt, and she <br />su a Ode any Inconsistent provision therein; provided, however, that any apparent <br />inconsistency shall be resolved, if posslbte, by construing the provisions as mutually <br />txxnpleneantary and supplementary. <br />10, In rise event any provision of the Agreement shall be held to be invalid and <br />unenforceable, the remaining provisons. shall be valid and binding upon the parties. One or <br />mom waivers either of an <br />by i�'tY Y provisions, teams, conditions, or covenant shatl not be <br />construed by the other party as a subsequent breach of the same by the other party.; <br />11. The Consultant hereby agrees to defend, Indemnify and hold harmless the County, <br />Its departments and divisions, its employees and agents, from any and all claims, liabilities, <br />expenses or lawsuits caused by the Consultant's breach of contract or the negligent <br />performance by Carnsultant (or by any person acting for the Consultant or for whom the <br />Consultant is responsible). <br />12. The Consultant shag sere and maintain dui the We of this Agreemem, <br />insurance coverage which shall Include comprehensive general and automobile Wily In <br />the arnotrrnt of OA least $1,000,000.00 coverage with an insurer acceptable loo the County. <br />Consultant shall also maintain errors and omissions insurance In the amount of at least <br />$260,000.00 for the duration of the coritract and a period of two years after completion of <br />the contrwt Consultant shall provide the County with proof of such insurance in a form <br />1116 - to County upon request. <br />2 <br />9 <br />