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6. This Agreement shall be deemed-made in, and in all respects interpreted, construed, and governed by, the laws of the State of A4a+ylafld-North Carolina
<br />having jurisdiction of such disputes; and all disputes arising hereunder are to be resolved in the state and federal courts having jurisdiction of such disputes
<br />sitting in the State of AAa~rland-North Carolina or hearing appeals therefrom. Both parties hereby consent to the jurisdiction of such courts over them for the
<br />purposes of this Agreement, and agree to accept service of process by registered mail.
<br />7. Gii<O will prepare all work and provide services in accordance with generally accepted professional practices. G80 does not make any other warranty or
<br />guarantee, expressed or implied, and all implied warcanties are expressly excluded. G80 rejects those terms and conditions offered by Client in its purchase
<br />order, requisition, or notice of authorization to proceed which are not set forth herein or expressly accepted by G&O in writing.
<br />8. G80 shall indemnify Client against its loss, damage, and liability resulting from the illness, injury, or death of persons including, but not limited to, employees
<br />of Client or G&O or injury to property including, but not limited to, damage of property of Client or G&O arising out of the performance of this contract, provided
<br />that such loss, damage, or liability is caused by the actual negligence of G&O or of its officers, agents, servants, or employees. In the event of any loss,
<br />damage, or liability of any kind, whether to person or property, arising out of the concurrent negligence of G&O and Client, or Client's officers, agents,
<br />servants, employees, or otherwise, G&O will indemnify Client for that proportionate loss, damage or liability directly attributable to G&O's own active
<br />negligence and Client will indemnify G&O for that proportionate loss, damage or liability directly attributable to Client's own active negligence. However, in the
<br />event of any loss, damage or liability, whether to person or to property, arising out of the sole negligence of efther G80 or Client, such party will assume full
<br />responsibility for any liability arising thereof and hold harmless the other party. G&O and Client further agree that if either G&O or Client engages in willful
<br />misconduct, such party shall assume full responsibility for any liability arising thereof irrespective of the nature and degree of the other party's negligence, and
<br />wilt indemnify and hold harmless the other party.
<br />Client agrees that to the fullest extent permitted bylaw G80's total liability to Client underthis indemnification shall not exceed three (3) times the total amount
<br />actually paid by Client for the services of G&O under this Agreement or the amount actually paid to G80 for damages, by any liability insurance carrier
<br />insuring G&O with respect to an occurcence giving rise to such damages, losses, and liabilities, whichever is less. In addition, neither Client nor G80 shall be
<br />liable for any incidental, consequential, indirect or special damages, including, but not limited to, damages for loss of use, loss of profds, loss of products, loss
<br />of interest on borrowed funds, or other losses or damages associated with business interruption, regardless of the cause thereof.
<br />9. If any term or provision of this Agreement is held or deemed to be invalid or unenforceable, in whole or in part, by a court of competent jurisdiction, this
<br />Agreement shall be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions
<br />of this Agreement. In the event that any portion of this Agreement is deemed to be invalid or unenforceable in part, Client agrees that those portions shall be
<br />rewritten to eliminate such part(s) and to retain as much of the original intent of the original language as may be enforceable.
<br />10. With respect to operations performed under or incident to this Agreement, G&O has obtained and will continue to maintain insurance as described below
<br />1. General liability insurance covering Client's premises/operations, completed operations and products liability, and contractual liability, all with a minimum
<br />combined single limit of $1,000,000 each occurcence and a general aggregate of $2,000,000 for bodily injury and property damage, incuding personal
<br />injury, and,.
<br />2. Comprehensive automobile liability insurance covering all owned, hired, and otherwise operated non-owned vehicles with a minimum combined single limit
<br />of $1,000,000 for bodily injury and property damage, and,
<br />3. Workers' compensation as follows:
<br />a. Workers' compensation insurance as required by law, covering all states of operation, and
<br />b. Employers' liability insurance with a minimum limit of $1,000,000.
<br />4. Architect's and Engineer's Professional liability insurance with an aggregate of $1,000,000.
<br />
<br />Client shall have the right to require G8~0 to furnish Client with certificates of insurance which provide that the coverage will not be canceled or materially
<br />changed except upon thirty (30) days advance written notice to Client.
<br />11. This Agreement contains the entire agreement of the parties. It may not be modified orterminated orally, and no claimed modification, termination, orwaiver
<br />shall be binding on G8~0 unless in writing and signed by the contracting officer. Any modification to these terms and conditions without approval of the
<br />contracting officer shall be null and void. Any provision of either party's invoices, statements, orders, acknowledgments, or other forms which are inconsistent
<br />with or in addition to the provisions of this Agreement shall be of no force or effect unless specifically assented to in writing by the party to be charged.
<br />12. G&O reserves the right to assign this Agreement to its affiliates, subsidiaries, or successors as necessary in order to effectively carry out and complete the
<br />services specified by this Agreement.
<br />Clie^~. r,r~.,~~ ~.,.,~~.,
<br />By:
<br />Nan
<br />TitIE
<br />Datl
<br />THIS INSTRUMENT
<br />GRE NE & O'MARA, INC.
<br />By; --
<br />Name: Joseph T. Skinner
<br />Title: VP, GC Regional Director
<br />Date: 7 ~ 2~
<br />G ~----______
<br />GOVERNMENT BUDGET AND FISCAL CONTROL ACT
<br />J:\1CONTRCT\1-CostPoint\14 -Raleigh\140488d.doc
<br />FINANCE OFFICER
<br />Page 2 of 2
<br />July 23, 2007
<br />Attachments: Exhibit A - Scope of Services
<br />Exhibit B -Hourly Rates Schedule_ - Proposal No. 140488 dated April 24, 2007
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