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000wSWn Envelope ID:OAF 1u8u5-8858-4001-80A5-0044A8C50rE1 <br /> be required hv Owner's Risk Manager as such insurance requirements are described in the Orange County <br /> Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirement* (each document is <br /> incorporated herein 6vreference and may heviewed at . <br /> If Owner's Risk Manager determines additional ivanrunoo coverage is required such additional insurance <br /> obaU be designated here N/A (if no additional insurance required mark N/A as being not applicable). <br /> Provider shall not commence work until such iuoucaouo is in effect and certification thereof has been <br /> received by the Owner's Risk Manager. <br /> 5. Indemni : The Provider ugruum to defend, indemnify, and hold bumnlcam Orange County <br /> from all \ouoon, Uubilbhco, c1ubne, demands, suits, costs, duouugeo or expenses (including reaeouoh|c <br /> ottocom/a fees) udab/g from bodily injury, including death, to any person or persons or damage to or <br /> destruction of any property caused in vvbule 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 tothe Services tobe provided in <br /> this Agreement. <br /> ( . Termination: This Agreement may be terminated at any time by mutual written agreement of <br /> the parties orbv the County upon written notice tothe Provider. <br /> 7. Entire Agreement and Signatures: The parties have road this Agreement and agree to he <br /> hound by all of its terms, and further agree that it coumdioUea the complete and exclusive utatonosu1 of the <br /> Agreement between the parties unless and until modified in writing and signed by the parties. Modifications <br /> may be evidenced by 1e|efacuiznUe 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 llA and Article 40 of North Carolina General Statute Chapter 66. <br /> 8. Governing Law and PriodW. Both parties agree that this Agreement mhuU be governed by <br /> the impm of the State of North Carolina. In determining the basic mco'iuem 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 /> 4. Nmdhcx party may initiate binding arbitration. Any disputes mhuK 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 iu the General Court of Justice of North Carolina <br /> seated io Orange County,North Carolina. <br /> 10. Non Appropriation: Provider acknowledges that County is u governmental entity, and the <br /> validity of this Agreement io based upon the availability of public funding under the authority of its statutory <br /> mandate. Outhe event that public funds are unavailable and not appropriated for the performance of County's <br /> obligations under this Agreement, then this A@roenueu1 abu1\ uotoruudou1h/ expire without penalty to County <br /> immediately upon written notice to Provider uf the unavailability and non-appropriation of public funds. <br /> [SIGNATURE PAGE TO FOLLOW] <br /> Revised 10/14 <br />