2010-171 AMS - Owens Roofing DA and Annex

Browse Search

eliminated in less than thirty (30 ) days after mailing written notice to the Owner of such alteration, cancellation, or elimination , the written notice to be sent by Certified Mail . " 6 . INDEMNITY The Contractor shall indemnify and hold harmless to the extent permitted by law the Owner and its agents and employees from and against any and all claims , damages , losses and expenses , including attorney' s fees , arising out of or resulting from the performance or nonperformance of the Work, provided that any such claim , damages , loss or expense (A) is attributable to bodily injury, sickness , disease or death or injury to , or destruction of, property, including the loss of use resulting therefrom ; and (B ) is caused in whole or in part by any breach of any provision of the Agreement or by any negligent or wrongful act or omission of the Contractor, any Subcontractor, or supplier of the Contractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable . The indemnification obligation under this paragraph shall not be limited in any way by any limitation of the amount or type of damages , compensation or benefits payable by or for the Contractor or any subcontractor under workers ' compensation acts , disability benefits acts or other employee benefit acts . 7. GOVERNING LAW The laws of the State of North Carolina shall apply to the interpretation and enforcement of this Agreement . Any and all suits or actions to enforce , interpret or seek damages with respect to any provision of, or the performance or nonperformance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions . 8 . NON—ASSIGNMENT The Contractor shall not assign any portion of this Agreement nor subcontract the Work in its entirety without the prior written consent of the Owner . 9 . NON—APPROPRIATION Contractor acknowledges that Owner 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 Owner ' s obligations under this Agreement, then this Agreement shall automatically expire without penalty to Owner immediately upon written notice to Contractor of the unavailability and non- appropriation of public funds . It is expressly agreed that Owner shall not activate this non- appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis . In the event of a change in the Owner ' s statutory authority, mandate and/or mandated functions , by state and/or federal legislative or regulatory action, which adversely affects Owner ' s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to Owner upon written notice to Contractor of such limitation or change in Owner ' s legal authority . 10 . NOTICES Any notice required by this Agreement shall be in writing and delivered by certified or registered mail , return receipt requested to the following : Owner : Contractor : Revised July 2010 4