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DocuSign Envelope ID: 165D3B4D-D069-4060-B893-CE23BF8F28D4 <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://oran eg countync.gov/purchasing/contracts.asp). <br /> If Owner's Risk Manager determines additional insurance coverage is required such additional insurance <br /> shall be designated here personal liability insurance (if no additional insurance required mark N/A as being <br /> not applicable). Provider shall not commence work until such insurance is in effect and certification thereof <br /> has been 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 omission 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 IA and Article 40 of North Carolina General Statute Chapter 66. <br /> 8. Governing Law and Priority Both parties agree that this Agreement shall be governed by <br /> the laws of the State of North Carolina. In determining the basic services to be provided, should any <br /> documents be referenced in or attached to this Agreement, 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 Carolina. <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 10/14 2 <br />