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DocuSign Envelope ID:0357B852-8C7E-4F80-BC7A-1 ECD7B8CA959 <br /> incorporated herein by reference and may be viewed at h p:/,� <br /> -tt, . _m: lecountyric.gov/purchasi <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 arid certification thereof has been received by the <br /> Owner's Risk Manager, <br /> .5, Indenmi : The Provider agrees to defend, indemnify, and hold harililess Orange County <br /> from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable <br /> attorney's fees) arising froill bodily injury, including death, to any person or persons or damage to or <br /> destructi(ln of any property caused in whole: or in [)all by any negligent or intentional act or omission oil file <br /> part of the Provider. <br /> 6. Termination: 'rhis Agreement may be terminated at any time by mutual written agreement of <br /> tile parties or by the County upon written notice to the Provider. <br /> 5igq4Wrp5: 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. 'I'll is <br /> Agreerrient 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 ]A and Article 40 of <br /> North Carolina General Statute Chapter 66 <br /> 8. jLriorit, <br /> y: In determining the basic services to be provided, should any documents be <br /> reference(] fil 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 Agreenicrit. <br /> 9. Governing Law�-Both parties agree that this Agreement sliall 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, rLdeS, arid regulations including but not limited to all anti-di scrin-i ination, laws. <br /> 10. D"i'�I.,j�q�Resolutiow 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 General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the <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 tile bringing of such Suit or action. <br /> 11. N(n App : Provider acknowledges that County is a governmental entity, arid tile <br /> validity of this Agreement is based upon the availability of public funding under the authority of its statutory <br /> mandate. In tile event that public ftinds are unavailable arid not appropriated for the perf'ortriance of County's <br /> obligations under this Agreement., then this Agreement shall automatically expire without penalty to County <br /> immediately on written notice to Provider of the unavailability arid non-appropriation Of public funds. <br /> [SIGNATURE PAGE TO FOLLOWJ <br /> Revised 10/14 <br />