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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 6 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 <br /> unpaid debts for any work that has been done or materials that have been furnished to the <br /> Project prior to and as of the date of substantial completion and further stating that Contractor <br /> shall indemnify, save and protect Owner and Owner's lender, if any,harmless from and against <br /> any and all claims, liabilities, losses, damages, causes of action, and expenses (including court <br /> costs and reasonable attorney's fees related thereto) arising out of, in connection with, or <br /> resulting from any such debts and liens. Such indemnification shall be in a form and substance <br /> acceptable to Owner. <br /> d. By executing this Agreement Contractor agrees to abide by and be bound by the <br /> indemnification provisions herein and of Section 7(c)specifically. <br /> 8. DISPUTE RESOLUTION AND GOVERNING LAW <br /> a. Owner and Contractor agree that should a dispute arise as to the terms of the Contract <br /> Documents the architect shall serve as the initial decision-maker, unless there is no architect <br /> retrained on the project related to the Work. Owner and Contractor further agree as follows: <br /> i. If there is no architect retained for the Work, Owner and Contractor agree, prior to the <br /> initiation of any civil litigation,to submit to mediation by agreeing on an individual to <br /> serve as mediator to mediate the dispute. <br /> ii. Should the Owner and Contractor fail to mutually agree on an individual to serve as <br /> mediator Owner may select a mediator to mediate the dispute. <br /> iii. Any mediator selected under this section shall be an attorney licensed to practice law in <br /> the State of North Carolina and shall be generally recognized as having experience in <br /> mediating construction disputes. <br /> iv. Owner and Contractor agree to equally share in the cost of a mediator selected under <br /> this section. <br /> b. The laws of the State of North Carolina shall apply to the interpretation and enforcement of <br /> this Agreement. Any and all suits or actions to enforce, interpret or seek damages with respect <br /> to any provision of, or the performance or nonperformance of,this Agreement or the Contract <br /> shall be brought in the General Court of Justice of North Carolina sitting in Orange County, <br /> North Carolina and it is agreed by the parties that no other court shall have jurisdiction or <br /> venue with respect to such suits or actions. <br /> c. Notice of any claim by Owner or Contractor must be initiated by written notice to the other <br /> Party within thirty (30) days of the occurrence of the event giving rise to the claim or within <br /> thirty(30) days of the discovery of the event or condition giving rise to the claim,whichever is <br /> later. <br /> i. Should any claim be made, regardless of whether such claim is made by Owner or <br /> Contractor, Contractor shall continue to faithfully and diligently perform the Work in <br /> such a manner as to meet all scheduled timelines. Any failure to faithfully and <br /> diligently perform the Work may be deemed,by the Owner,a breach of the Contract. <br /> ii. If a claim is made such claim shall be made to the initial decision maker, if applicable, <br /> who may request more supporting data, reject the claim in whole or in part, approve <br /> the claim in whole or in part or advise the parties the claim is unable to be resolved. <br /> Revised November 2011 5 <br />