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DocuSign Envelope ID: CC61AD51-9200-4DEB-BBDA-E50D8BB74136 <br /> Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is <br /> incorporated herein by reference and may be viewed at http://oran ecountync.goy/purchasing/contracts.asp). <br /> If Owner's Risk Manager determines additional insurance coverage is required such additional insurance <br /> shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall <br /> not commence work until such insurance is in effect and certification thereof has been received by the <br /> Owner's Risk Manager. <br /> 5. Indemni : The Provider agrees to defend, indemnify, and hold harmless Orange County <br /> from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable <br /> attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or <br /> destruction of any property caused in whole or in part by any negligent or intentional act or omission on the <br /> part of the Provider. <br /> 6. Termination: This Agreement may be terminated at any time by mutual written agreement of <br /> the parties or by the County upon written notice to the Provider. <br /> 7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be <br /> bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the <br /> Agreement between the parties unless and until modified in writing and signed by the parties. This <br /> Agreement together with any amendments or modifications may be executed electronically. All electronic <br /> signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of <br /> North Carolina General Statute Chapter 66. <br /> 8. Priority: In determining the basic services to be provided, should any documents be <br /> referenced in this Agreement, the terms herein shall have priority in any conflict between the terms of <br /> referenced documents and the terms of this Agreement. <br /> 9. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the <br /> State of North Carolina. Should either parry initiate litigation to settle any dispute involving the terms of this <br /> Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in <br /> Orange County, North Carolina. Provider shall at all times remain in compliance with all applicable local, <br /> state, and federal laws, rules, and regulations including but not limited to all anti-discrimination laws. <br /> Pursuant to the terms of North Carolina General Statute 153A-449(b) no county may enter into a contract <br /> with a contractor unless the contractor and the contractor's subcontractors comply with the requirements of <br /> Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain <br /> compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Provider's <br /> breach of this Agreement. By executing this Agreement Provider affirms Provider is in compliance with <br /> Article 2 of Chapter 64 of the North Carolina General Statutes. <br /> 10. Non Appropriation: Provider acknowledges that County is a governmental entity, and the <br /> validity of this Agreement is based upon the availability of public funding under the authority of its statutory <br /> mandate.In the event that public funds are unavailable and not appropriated for the performance of County's <br /> obligations under this Agreement, then this Agreement shall automatically expire without penalty to County <br /> immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. <br /> [SIGNATURE PAGE TO FOLLOW] <br /> Revised 7/14 2 <br />