2011-040 Solid Waste - Draper Aden Associates, Inc. - Addendum to Agreement for Engineering Services

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Neither the County nor the Engineer shall be obligated to indemnify the other parry in any manner whatsoever for the other parry's own negligence or for the negligence of others. Section 11 -Waiver: The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Engineer with any of the provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. Section 12 -Limitation and Assignment: The County and Engineer each bind themselves, their successors, assign and legal representatives to the terms of this Agreement. Neither the County nor Engineer shall assign or transfer its interest in this Agreement without the written consent of the other. Section 13 -Governing Law: This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. Section 14 -Dispute Resolution: Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or performance or non-performance of this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. Section 15 -Entire Agreement: This Agreement together with the attachments and Addendum represents the entire and integrated agreement between the County and Engineer, and supersedes all prior negotiations, representations or agreements written or oral. Modifications may be evidenced by a facsimile signature. Section 16 - Severability: If any provisions of this Agreement are held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the parties. Section 17 -Ownership of Work Product: All documents prepared or furnished by Engineer are instruments of service, and Engineer retains an ownership and property interest (including the copyright and the right of reuse) in such documents, whether or not the Task is completed. Owner shall have a limited license to use the documents on the Task, extensions of the Task, and for related uses of the Owner, subject to receipt by Engineer of full payment for all services relating to preparation of the documents and subject to the following limitations: a) Owner acknowledges that such documents are not intended or represented to be suitable for use on the Task unless completed by Engineer, or for use or reuse by Owner or others on extensions of the project, on any other project, or for any other use or purpose, without written verification or adaptation by Engineer;