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Upon completion of the Work the Contractor shall execute an affidavit stating there are no unpaid <br />debts for any work that has been done or materials that have been furnished to the Project prior to <br />and as of the date of substantial completion and further stating that Contractor shall indemnify, <br />save and protect Owner and Owner's lender, if any, harmless from and against any and all claims, <br />liabilities, losses, damages, causes of action, and expenses (including court costs and reasonable <br />attorney's fees related thereto) arising out of, in connection with, or resulting from any such debts <br />and liens in a form and substance mutually acceptable to Owner and Contractor. <br />d. By executing this Agreement Contractor agrees to abide by and be bound by the indemnification <br />provisions of Section 6(c) above. <br />7. GOVERNING LAW <br />The laws of the State of North Carolina shall apply to the interpretation and enforcement of this <br />Agreement. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or <br />the performance or nonperformance of, this Agreement shall be brought in the General Court of Justice of North <br />Carolina sitting in Orange County, North Carolina and it is agreed by the parties that no other court shall have <br />jurisdiction or venue with respect to such suits or actions. <br />8. NON-ASSIGNMENT <br />The Contractor shall not assign any portion of this Agreement nor subcontract the Work in its entirety <br />without the prior written consent of the Owner. <br />9. NON-APPROPRIATION <br />Contractor acknowledges that Owner is a governmental entity, and the validity of this Agreement is based <br />upon the availability of public funding under the authority of its statutory mandate. <br />In the event that public funds are unavailable and not appropriated for the performance of Owner's <br />obligations under this Agreement, then this Agreement shall automatically expire without penalty to Owner <br />immediately upon written notice to Contractor of the unavailability and non-appropriation of public funds. It is <br />expressly agreed that Owner shall not activate this non-appropriation provision for its convenience or to circumvent <br />the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. <br />In the event of a change in the Owner's statutory authority, mandate and/or mandated functions, by state <br />and/or federal legislative or regulatory action, which adversely affects Owner's authority to continue its obligations <br />under this Agreement, then this Agreement shall automatically terminate without penalty to Owner upon written <br />notice to Contractor of such limitation or change in Owner's legal authority. <br />10. NOTICES <br />Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, <br />return receipt requested to the following: <br />Owner: Contractor: <br />Orange County Trademasters Services, Inc <br />Attn: David Cannell Attn: Rick Moser <br />P.O. Box 8181 4528 Hillsborough Rd, suite 103 <br />Hillsborough, NC 27278 Durham, NC 27705 <br />11. TERMINATION <br />The Owner may, without cause, order the Contractor to terminate, suspend, delay or interrupt the Work in <br />whole or in part for such period of time as the Owner may determine. In the event of termination by the Owner <br />under this Agreement, the Contractor shall be entitled to receive its reasonable and documented direct costs prior to <br />termination, including the cost of materials purchased for the Work which purchases cannot be canceled or which <br />material cannot reasonably be used by the Contractor on other work, and the cost of closing down the work in a <br />Revised December 2010 4 <br />