2011-068 Planning - State Utility Contractors, Incorporated for the Lake Orange Automated Controls $73.800

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b. The Contractor shall indemnify and hold harmless Owner from any lien of whatever type through the purchase of appropriate bonds and insurance as designated in Section 5 above. Upon completion of the Work the Contractor shall execute an affidavit stating there are no unpaid debts for any work that has been done or materials that have been furnished to the Project prior to and as of the date of substantial completion and further stating that Contractor shall indemnify, save and protect Owner and Owner's lender, if any, harmless from and against any and all claims, liabilities, losses, damages, causes of action, and expenses (including court costs and reasonable attorney's fees related thereto) arising out of, in connection with, or resulting from any such debts and liens in a form and substance mutually acceptable to Owner and Contractor. d. By executing this Agreement Contractor agrees to abide by and be bound by the indemnification provisions of Section 6(c) above. 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 ofits-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 return receipt requested to the following: in writing and delivered by certified or registered mail, Owner: Contractor: Orange County State Utility Contractors, Inc. Attn: Kevin Lindley, Planning Department Bill Norwood, President P.O. Box 8181 P.O. Box 5019, 4417 Old Charlotte Hwy. Hillsborough, NC 27278 Monroe, NC 28110 11. TERMINATION The Owner may, without cause, order the Contractor to terminate, suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. In the event of termination by the Owner unc?cr Ibis Agreement;th~~ Contractoz~-shallbe entitled to recei~rP its reasonable arrdzlo~cument~cl ~dir~~t~rosts ~priorto Revised [7ecember 2010 4,