2002 S ERCD - TRC Garrow Associates, Inc. for a Cultural and Archaeological Survey

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and representatives in connection with such litigation, Orange County also agrees and understands that Orange County is personally obligated for all such expenses, costs advanced and incurred, or services rendered by TRC, its personnel, or representatives in connection with such litigation. Orange County and TRC agree and understand that where conflicts exist between any terms in the said Agreement for Expert Services and this Agreement, that the terms of this Agreement shall take precedent and shall be controlling in governing the relationship between the Orange County and TRC. Orange County fuRher agrees that a fully executed Agreement for Expert Services must be obtained prior to TRC's obligation to perform any litigation support services. If any claim is made against TRC, its personnel, or representatives in connection with such litigation support services, Orange County hereby agrees to defend, hold harmless, and indemnify TRC for such claims. ARTICLE 15. NOTICE 15.1 All notices to either party by the other shall be deemed to have been sufficiently given when made in writing and delivered in person, by facsimile, certified mail or courier to the address of the respective party or to such other address as such party may designate. ARTICLE 16. TERMINATION 16.1 The performance of work may be ternunated or suspended by either party, in whole or in part. Such termination shall be effected by delivery of fifteen (15) days' prior written notice specifying the extent to which performance of work is terminated and the date upon which such action shall become effective. In the event work is terminated or suspended by Orange County prior to the completion of services contemplated hereunder, TRC shall be paid for: (i) the services rendered to the date of ternunation or suspension; (ii) demobilization costs; (iii) costs incurred with respect to non-cancelable commitments; and (iv) reasonable services provided to effectuate a professional and ti~ly project ternunation or suspension. ARTICLE 17. SEVERABILITY 17.1 If any term, covenant, condition or provision of this Agreement is found by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of these Terms and Conditions shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated thereby. ARTICLE 18. WAIVER 18.1 Any waiver by either party of any provision or condition of these Terms and Conditions shall not be construed or deemed to be a waiver of a subsequent breach of the same provision or condition, unless such waiver is so expressed in writing and signed by the party to be bound. ARTICLE 19. GOVEItNING LAW; JURISDICTION 19.1 The Terms and Conditions of this Agreement, and any act or transacdons to which they shall apply, or which are contemplated hereby or hereunder, shall be governed by, and construed and interpreted in accordance with the laws of the State of North Carolina. Notwithstanding any other provision of this Agreement, any dispute concerning any question of law or fact arising under this Agreement, 01-0EN•T&C.DOC Paee 6 of 7