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DocuSign Envelope ID: 2BA27576-F122-4D4E-840E-64070184E6A4 <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,://orangecouii!yiic.gov/Dtirchasitip-/contracts.asL)!). <br />If Owners Risk Manager determines additional insurance coverage is required such additional insurance <br />shall be designated here (if no additional insurance required mark N/A as being not applicable). <br />Provider shall not commence work until such insurance is in effect and certification thereof has been <br />received by the Owner's Risk Manager. <br />5. 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 ornission on the <br />part of the Provider in carrying out Provider's duties .and obligations related to the Services to be provided in <br />this Agreement. <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, Modifications <br />may be evidenced by telefacsimile signature. This Agreement together with any amendments or <br />modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of <br />the Parties to comply with Article I I A and Article 40 of North Carolina General Statute Chapter 66. <br />8. Governing Law and Prig±)L Both parties agree that this Agreement shall be governed by <br />the laws of the State of North Carolina. In detennining the basic services to be provided, should any <br />documents be referenced in or attached to this Agreerrient, the terms herein shall have priority in any conflict <br />between the terms of referenced documents and the terms of this Agreement. <br />9, Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be <br />resolved by nonbinding mediation. Should either party initiate litigation to settle any dispute involving the <br />terms of this Agreement Such litigation shall be initiated in the General Court of Justice of North Carolina <br />seated in Orange County, North Caro,lina, <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 10114 2 <br />