Agenda - 10-20-2009 - 6e - Laserfiche WebLink

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5. INDEMNIFICATION: To the fullest extent permitted by laws and regulations, the CONTRACTOR shall indemnify and hold harmless the COUNTY and its officials, agents, and employees from and against all claims, damages, losses and expenses, direct, indirect or consequential (including, but not limited to, fees and charges of engineers or architects, attorneys and other professionals and costs related to court action or arbitration) arising out of or resulting from the performance of this contract or the actions of TMA or its officials, employees, or contractors under this Contract or under the Contracts entered into by TMA in connection with this contract. This indemnification shall survive the termination of this Agreement. 6. NON-DISCRIMINATION: TMA shall not discriminate against any person on the grounds of race, color, religion, national origin, sex, age or disability in the administration of this contract. Nor shall any person be excluded from participation in, or be denied the benefits of this contract on the grounds of race, color, religion, national origin, sex, age or disability. 7. LAW CONTROLLING: The laws of the state of North Carolina shall control and govern this contract. 8. NON-ASSIGNMENT: This Agreement is not assignable by either party, by operation of law or otherwise. 9. MODIFICATION: This contract may be modified only by a written agreement executed by both parties hereto. 10 ENTIRE AGREEMENT: This contract constitutes the entire agreement of the parties and no other agreement or modification to this contract, expressed or implied, shall be binding on either party unless same shall be in writing and signed by both parties. This Agreement may not be orally modified. Any modifications must be in writing, expressly titled a modification or addendum to this contract, attached to this contract, and signed by both parties. 11. SEVERABILITY: Should any provision, portion, or application thereof of this Agreement be determined by a court of competent jurisdiction to be illegal, unenforceable; or in conflict with any applicable law or constitutional provision, the Parties shall negotiate an equitable adjustment in the affected provisions of this Agreement with a view toward effecting the purpose of this Agreement, and the validity and enforceability of the remaining provisions, portions, or applications thereof, shall not be impaired. 12. HEADINGS: The subject headings of the paragraphs are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. This Agreement shall be deemed to have been drafted by both parties, and no .purposes of interpretation shall be made to the contrary. 13. NOTICES: Any notices to be given or submitted by either party to the other pursuant to this Agreement shall be made in writing and sent by first class mail, postage paid or by hand delivery to: COUNTY: CONSULTANT: 4