2015-144-E AMS - 5th Wall Building Diagnostics Consultants for Roof Replacement Design and Consulting Services at Blackwood Cates Farms Houses $6,900

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DocuSign Envelope ID: C9DOF1 D8-58FA-4F8F-ABEB-899CF01A1 1`813 be required by Owners Risk Manager as such insurance re(JUirernents, are described in the Orange County Risk Transfer Policy and Orange County Minifuum Insurance Coverage Requirements (each document is incorporated herein by reference and may be vievved at ]I an If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of n/a (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until SUCII insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County frorn all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising frorn bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part oft ae Provider. 6. Termination: "This Agreement may be ternimated at any time by mutual written agreement of the pat-ties or by the County upon written notice to the provider. 7. Entire A�zreement and The pat-ties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the pat-ties. This Agreement together with any amendments or modificatioris may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66,. 8 Priority: In determining the basic, services to be provided, should any docrunents be referenced in or attached to this Agreement, the terrns, herein shall have priority in any conflict between the terms of referenced documents and the terms of this.Agreement. 9. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all anti-discrimination laws. 10. 1)i sp -et, or seek darnages with ,mte Resolution: Any and all suits or actions to enforce, interpret, respect to any provision of, or the performance or non-perforruance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina, It is agreed by, the parties that no other court shall have jurisdiction or venue with respect to Suet) suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to noribinding, mediation of any dispute prior to the bringing Of Such suit or action. 11, Non..Ap 'oun� .p )jjCig( Provider acknowledges that C v is a governmental entity, and the _rL kqq: Pi validity of this Agreement is based upon the availability of public funding under the authority of its statutory, mandate. III the event that public funds are unavailable and not appropriated for the performance OfCOUnryS obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. ISIGNATURE PAGE TO FOLLOW1 Revised 10114 2