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DocuSign Envelope ID: 1EDCDF34-B900-4362-87B8-OA1047DE941C <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 /> 10. 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://www.oran ec�ountync. ova/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 12/18 3 <br />