2015-246-E AMS - 5th Wall Building Diagnostics Consultants for roof replacement design and consulting services for Orange County Jail $12,800

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DocuSign Envelope ID:8BDA6ABE-28AD-4D4C-AE17-79316DFF4221 Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at litt ://oran -chasim#), contracts.ag p ync.g _gecount rov/ y1--1111-......... -p If Owners Risk Manager determines additional insurance coverage is required such additional insurance shall consist of (if no additional insurance required mark N/A as being not applicable). Provider shall not commence Work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 5. Lq d The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses, (including reasonable attorney's fees) arising from 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 of the Provider. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. 7, Entire Agreement and SiLmatures: The parties 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 parties. This Agreement together with any a niend tile tits or modifications 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 documents be referenced in or attached to this Agreement, the terms 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 riot limited to all anti-discrimination laws. I P j q)utq..Resol ut ion: Any and all suits or actions to enforce, interpret, or seek damages with ---—-------— respect to any provision of, or the performance or non-performance 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 tile parties that no other court: shall have jurisdiction or venue with respect to Such suits or actions. Binding arbitration may not be initiated by either Party, however, the parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 11. _Non Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of"its statutory mandate. In the event that public funds are unavailable and not appropriated for tile performance of County's 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. [SIGNATURE PAGE TO FOLLOW11 Revised 10111 2