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including attorney's fees, arising aut of or resulting from the performance or nonperformance of the <br />Work, provided that. any such claim, damages, loss or expense {A) is attributable to bodily injury, <br />sickness, disease or death or injury to, ar destruction of, property, including the loss of use <br />resulting therefrom; and (B} is caused in whole or in part by any breach of any provision of the <br />Agreement or by any negligent or wrongful act or omission of the Contractor, any Subcontractor, <br />or supplier of the Contractor, anyone directly or indirectly employed by any of them or anyone for <br />whose acts any of them may be liable. The indemnification obligation under this paragraph shall <br />not be limited in any way by any limitation of the amount or type of damages, compensation or <br />benefits payable by or for the Contractor or any subcontractor under workers' compensation acts, <br />disability benefits acts or other employee benefit acts. <br />b. The Contractor shall indemnify and hold harmless Owner from any lien of whatever type <br />through the purchase of appropriate bonds and insurance as designated in Section 5 above. In <br />the event any such lien is filed against Owner's property Contractor shall, through such bonds <br />and insurance or at Contractors expense, defend Owner against all such claims of lien. <br />c. 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 herein and of Section 6(c) specifically. <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 respec# 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 aclmowledges 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 />Revised October 2017 4 <br />