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DocuSign Envelope ID:AAB48FBD-7E41-49ED-AF28-FCE317917B07 <br /> Project prior to and as of the date of substantial completion and further stating that <br /> Contractor shall indemnify, save and protect Owner and Owner's lender, if any, harmless <br /> from and against any and all claims, liabilities, losses, damages, causes of action, and <br /> expenses (including court costs and reasonable attorney's fees related thereto) arising out <br /> of, in connection with, or resulting from any such debts and liens. Such indemnification <br /> shall be in a form and substance acceptable to Owner. <br /> d. By executing this Agreement Contractor agrees to abide by and be bound by the <br /> indemnification provisions herein and of Section 7(c) specifically. <br /> S. DISPUTE RESOLUTION AND GOVERNING LAW <br /> a. Any dispute with respect to any provision of, or the performance or non-performance of, <br /> this Agreement shall be subject to the Dispute Resolution Rules and Procedures for Orange <br /> County Design, Building Construction, Renovation, and Repair Projects which rules and <br /> procedures are incorporated herein. <br /> b. The laws of the State of North Carolina shall apply to the interpretation and enforcement of <br /> this Agreement. Any and all suits or actions to enforce, interpret or seek damages with <br /> respect to any provision of, or the performance or nonperformance of, this Agreement or <br /> the Contract shall be brought in the General Court of Justice of North Carolina sitting in <br /> Orange County,North Carolina and it is agreed by the parties that no other court shall have <br /> jurisdiction or venue with respect to such suits or actions. <br /> c. Notice of any claim by Owner or Contractor must be initiated by written notice to the other <br /> Party within thirty (30) days of the occurrence of the event giving rise to the claim or <br /> within thirty (30) days of the discovery of the event or condition giving rise to the claim, <br /> whichever is later. <br /> i. Should any claim be made, regardless of whether such claim is made by Owner or <br /> Contractor, Contractor shall continue to faithfully and diligently perform the Work <br /> in such a manner as to meet all scheduled timelines. Any failure to faithfully and <br /> diligently perform the Work may be deemed, by the Owner, a breach of the <br /> Contract. <br /> ii. If a claim is made such claim shall be made to the initial decision maker, if <br /> applicable, who may request more supporting data, reject the claim in whole or in <br /> part, approve the claim in whole or in part or advise the parties the claim is unable <br /> to be resolved. <br /> iii. If a claim is made by the Owner the Owner may, but is not obligated to, notify the <br /> surety. <br /> 9. NON—APPROPRIATION <br /> a. Contractor acknowledges that Owner is a governmental entity, and the validity of this <br /> Agreement is based upon the availability of public funding under the authority of its <br /> statutory mandate. <br /> b. In the event that public funds are unavailable and not appropriated for the performance of <br /> Owner's obligations under this Agreement, then this Agreement shall automatically expire <br /> without penalty to Owner immediately upon written notice to Contractor of the <br /> unavailability and non-appropriation of public funds. It is expressly agreed that Owner <br /> shall not activate this non-appropriation provision for its convenience or to circumvent the <br /> Revised 6/16 5 <br />