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Jan 08 14 10:46a Aquatic Resource Group 704-583-0730 p.12 <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 Gen 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-shalt, 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 LAVA' <br /> The laws of the State of North Carolina shalt 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 Oaoner 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 /> 1n 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 OrcnleCs statutory authority, man.dato and/or mandated functions, by state <br /> and/or federal legislative or regulatory action, which adversely affects Owner's authority to continue its obligation <br /> under this Agreement, then this Agreement shall automatically terminate without penalty-to &,ner upon ,-vritten <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. <br /> Contractor: <br /> Orange County <br /> Attn: <br /> P.O.Box 8181 c .. <br /> Hillsboi ough,NC 27278 Revised October 2011 4 <br /> lv �� <br />