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DocuSign Envelope ID: 2A12972A- 7D21- 4D74- AD4C- A79339548F21 <br />7. INDEMNIFICATION <br />Contractor agrees, without limitation, to defend, indemnify, save, and protect Owner and <br />Owner's lender, if any, harmless from and against any and all claims, liens, liabilities, losses, <br />damages, causes of action, and expenses (including court costs and reasonable attorney's fees <br />related thereto) arising out of, in connection with, or resulting from any negligence, act or failure <br />to act by the Contractor, the Contractor's agents, assigns or employees resulting in property <br />damage or personal injury, including death, or other loss related to the Work. Contractor is <br />responsible for all errors or omissions caused by its agents, contractors, employees, or assigns in <br />the performance of this Agreement. It is the intent of this section to require Contractor to <br />indemnify the Owner to the full extent permitted under North Carolina law. <br />8. NON - ASSIGNMENT <br />Contractor shall not assign all or any part of this Agreement, including rights to payments, to <br />any other party without the prior written consent of the Owner. <br />9. NON APPROPRIATION <br />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 statutory <br />mandate. In the event that public funds are unavailable and not appropriated for the performance <br />of 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 unavailability and <br />non - appropriation of public funds. It is expressly agreed that Owner shall not activate this non - <br />appropriation provision for its convenience or to circumvent the requirements of this Agreement, <br />but only as an emergency fiscal measure during a substantial fiscal crisis. <br />In the event of a change in the Owner's statutory authority, mandate and/or mandated <br />functions, by state and /or federal legislative or regulatory action, which adversely affects <br />Owner's authority to continue its obligations under this Agreement, then this Agreement shall <br />automatically terminate without penalty to Owner upon written notice to Contractor of such <br />limitation or change in Owner's legal authority. <br />14. DISPUTE RESOLUTION <br />Any dispute with respect to any provision of, or the performance or non - performance of, this <br />Agreement shall be subject to the Dispute Resolution Rules and Procedures for Orange County <br />Design, Building Construction, Renovation, and Repair Projects. The policy is incorporated <br />herein by reference and may be viewed at <br />http : / /N"yw.orangecountync.gov /departments /purchasing division/contracts.php). <br />11. ENTIRE AGREEMENT <br />The parties have read this Agreement and agree to be bound by all of its terms, and further <br />agree that it, together with specifically referenced documents, constitutes the complete and <br />exclusive statement of the Agreement between the parties unless and until modified by a written <br />amendment to this Agreement signed by the parties- Modifications may be evidenced by <br />telefacsimile signatures. Should any conflict arise in the terms of any documents referenced <br />herein and this Agreement the terms of this Agreement shall be given priority and shall control <br />Revised 10/17 3 <br />