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DocuSign Envelope ID: B2AEF412-BOEF-459E-B763-A53572F54A27 <br /> Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is <br /> incorporated herein by reference and may be viewed at h : / ra cou i c,goy/purchasL conq�e p <br /> -9P/ o nge —1..�.Yjl- qZL_ ts- �i_). <br /> If Owner's Risk Manager determines additional insurance coverage is required such additional insurance <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 /> 5. Indemnity: Tile 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 oil the <br /> part of the Provider. <br /> 6i Termination: This Agreement may be terminated at any tirric by mutual written agreement of <br /> the parties or by the County upon written notice to the Provider. <br /> 7. Entirg—A treq.trient 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 I IA and Article 40 of <br /> North Carolina General Statute Chapter 66. <br /> 8. 'Prioritv: Ili determining the basic services to be provided, should any documents be <br /> referenced in or aitaeheed 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 /> 9, 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 tile 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 /> 10. Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek darnages 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 tile <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 /> 11. 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 10/14 2 <br />