Orange County NC Website
Browse       Search
5. Any notices to be given by either party to the other must be in writing, and personally delivered <br />or mailed by prepaid postage and certified mail, at the following address: <br />County: Craig Benedict, Orange County, 132 East King Street, PO Box 8181, Hillsborough, NC 27278. <br />Facsimile number (919) 644 -3002. <br />Consultant: Paul S. Tischler, Tischler & Associates, Inc., 4701 Sangamore Road, Suite N210, Bethesda, <br />MD 20816. Facsimile number (301) 320 -4860. <br />6. This Agreement is non - assignable by the Consultant and its subcontractors. <br />7. The County shall pay to Consultant the amounts indicated in Exhibit "B" for tasks in Exhibit <br />Sections A and B, and the amounts indicated in Exhibit "D" for tasks in Exhibit "C ", Tasks 1 - 5. <br />Payment will be made by the County within 30 days of receipt of invoice. <br />8. This Agreement shall be construed under the laws of North Carolina. <br />9. This Agreement and Exhibits "A ", "B ", "C" and "D" represent the entire and integrated <br />Agreement between the County and the Consultant and supersede all prior negotiations, representations, <br />or agreements, either written or oral. This Agreement may be amended only by written instrument signed <br />by both the County and the Consultant. Written and signed amendments shall automatically become part <br />of the Agreement, and shall supersede any inconsistent provision therein; provided, however, that any <br />apparent inconsistency shall be resolved, if possible, by construing the provisions as mutually <br />complementary and supplementary. <br />10. In the event any provision of the Agreement shall be held to be invalid and unenforceable, the <br />remaining provisions shall be valid and binding upon the parties. One or more waivers by either party of <br />any provisions, terms, conditions, or covenant shall not be construed by the other party as a subsequent <br />breach of the same by the other party. <br />11. The Consultant hereby agrees to indemnify and hold harmless the County, its departments and <br />divisions, its employees and agents, from any and all claims, liabilities, expenses or lawsuits caused by <br />the Consultant's breach of contract or the negligent performance by Consultant (or by any person acting <br />for the Consultant or for whom the Consultant is responsible). <br />12. The consultant shall secure and maintain during the life of this Agreement, insurance coverage <br />which shall include comprehensive general and automobile liability in the amount of at least <br />$1,000,000.00 coverage with an insurer acceptable to the County. Consultant shall also maintain errors <br />and omissions insurance in the amount of at least $250,000.00 for the duration of the contract and a <br />period of two years after completion of the contract. Consultant shall provide the County with proof of <br />such insurance in a form acceptable to County upon request. <br />13. No oral orders, objection, claim, or notice by any party to the other shall affect or modify any of <br />the terms or obligations contained in the Agreement, and none of the provisions of this Agreement shall <br />be held to be waived or modified by reason of any act whatsoever, other than by a definitely agreed <br />waiver or modification thereof in writing. No evidence of modification or waiver other than evidence of <br />any such written notice, waiver, or modifications shall be introduced in any proceeding. <br />2 <br />Tischler & Associates, Inc. <br />