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DocuSign Envelope ID:6B8CE606-D5F5-4624-BCE9-FB4174B097C3 <br /> Risk 'IIransfer Policy and Orange County Minimurn insurance Coverage Requirements (each docurnent is <br /> incorporated herein by reference and retry be viewed' at lytBawddorangeaourt,ly,nc ,oydputrltamsir�g/ccrntr°act <br /> It' Owner's I�.isk. Manager determines additional insurance coverage is required such additional insurance <br /> shall consist of n/a(if no additional insurance, required rnark N/A as being not applicable).. Provider shall not <br /> commence, work until such insurance is in effect and certification thereof has been received by the Owner's <br /> Risk Manager. <br /> lildernnit:yr: The Provider agrees to defend, indemnity, and hold harmless Orange County <br /> from all losses, liabilities, claims, demands, suits, coasts, damages or expenses (including, reasonable <br /> attorney's fees) arising front 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 Agreernent may be terminated at any tune by mutual written agreement of <br /> the parties or by the County upon written notice to the Provider. <br /> 7, En------------tire__!�gree e,rat and i�natrrres: 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 niodilications may be executed electronically. All electronic <br /> signatures refixed hereto evidence the intent of the Parties to comply with Article I I and Article 40 of <br /> North Carolina General Statute Chapter 66, <br /> $. I?ri,od : In determining tlae 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 /> terms of referenced documents and the terms of this Agreement. <br /> Govt rnl;p I �rvym both parties agree that this Agreement shall be governed by the laws of tile <br /> Mate of North Carolina, Should either party initiate litigation to settle any dispute involving tl'ae terms of this <br /> Agreement such litigation shall be initiated in the General Cor.rrt: of ;Justice of North Carolina seated in <br /> Orange C'otrnty, North Carolina. Provider shall at all tirnes remain in compliance with all applicable local, <br /> state, and federal laws, rules, and regulations including but not limited to all anti-discrimination lawns. <br /> 10. Dispute Resolutimy 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 Ge;ncral Court of.IuStice of North Carolina sitting in Orange County, North Carolina. It is agreed by the <br /> parties that no other court shall have jurisdiction or venire 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 /> I 1. Non Appro fi p: 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 fiords. <br /> [SIGNATURE PAGE TO FOLLOW] <br /> Revised 10t14 2 <br />