2011-077 AMS - MACTEC Engineering - Whitted Bldg $9,500

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Liability Insurance - $1,000,000 per occurrence/$2,000,000 aggregate, (c) Automobile Liability Insurance - $1,000,000 combined single limit, and (d) Professional Errors & Omissions - $1,000,000 per claim/$1,000,000 aggregate. 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) to the extent arising from bodily injury, including .death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or wrongful act or omission on the part of the Provider. 6. Termination: This Agreement maybe terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. 7. Entire Agreement: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signature. 8. Governing I,aw: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina.. 9. Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory Mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. 10. Site Responsibility: County will provide Provider with access to the site and all available site information deemed necessary by Provider. The Services do not include supervision or direction of the means, methods or actual work of other consultants, contractors and subcontractors not retained by Provider. County agrees that each such other party will be solely responsible for its working conditions and safety on the site. Provider's monitoring of the procedures of any such other party is not intended to include a review of the adequacy of its safety measures. It is agreed that Provider is not responsible for safety or security at the site, other than for Provider's employees, and that Provider does not have the right or duty to stop the work of others. IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE OUN'I'Y PROVIDER~~ y County Manager Title: Sr P~. Joc-E MaN4~ /Pc~r>~lna~ ~^~la2Pr 200 S. Cameron St P.O. Box 8181 Hillsborough, NC 27278 instnunent has been approved as to technical content 'Pamela nes, Department Director Revised July 2010 2