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DocuSign Envelope ID: D859D006-4CA6-4CC2-B349-813F831C10C3 <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://orangecountync.gov/purchasing/contracts.asp). <br />shall consist of (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 /> <br />5. <br />Indemnity: 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 /> <br />6. <br />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 /> <br />7. <br />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 /> <br /> <br />8. <br />Priority: In determining the basic services to be provided, should any documents be <br />referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between the <br /> <br />terms of referenced documents and the terms of this Agreement. <br /> <br />9. <br />Governing Law: Both parties agree that this Agreement shall be governed by the laws of the <br />State of North Carolina. Should either party 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 /> <br /> <br />10. <br />Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek damages with <br />respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in <br />the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the <br />parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding <br />arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of <br />any dispute prior to the bringing of such suit or action. <br /> <br />11. <br />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 />obligations under this Agreement, then this Agreement shall automatically expire without penalty to County <br /> <br />immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. <br />[SIGNATURE PAGE TO FOLLOW] <br />2 <br />Revised 10/14 <br /> <br />