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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) 3204860. <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 both <br /> sections A and B. 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"and`B"represent the entire and integrated Agreement between <br /> the County and the Consultant and supersede all prior negotiations, representations, or agreements, either <br /> written or oral. This Agreement may be amended only by written instrument signed by both the County <br /> and the Consultant. Written and signed amendments shall automatically become part of the Agreement, <br /> and shall supersede any inconsistent provision therein; provided, however, that any apparent <br /> inconsistency shall be resolved, if possible, by construing the provisions as mutually complementary and <br /> 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 />