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DocuSign Envelope ID: EF025B1F-945D-4AD0-89C8-770395A67984 <br /> b. The Contractor shall indemnify and hold harmless the Town and Owner from any lien of <br /> whatever type through the purchase of appropriate bonds and insurance as designated in <br /> Section 6 above. In the event any such lien is filed against Owner's property Contractor <br /> shall, through such bonds and insurance or at Contractors expense, defend Owner against <br /> all such claims of lien. <br /> c. Upon completion of the Work the Contractor shall execute an affidavit stating there are no <br /> unpaid debts for any work that has been done or materials that have been furnished to the <br /> Project prior to and as of the date of substantial completion and further stating that <br /> Contractor shall indemnify, save and protect the Town, Owner, and Owner's lender, if any, <br /> harmless from and against any and all claims, liabilities, losses, damages, causes of action, <br /> and expenses (including court costs and reasonable attorney's fees related thereto) arising <br /> out of, in connection with, or resulting from any such debts and liens. Such <br /> indemnification shall be in a form and substance acceptable to Owner and the Town. <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 /> 8. 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. The policy is <br /> incorporated herein by reference and may be viewed at <br /> http://www.oran eg countync. o�l2artments/purchasing division/contracts.php). <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 /> Revised 12/18 5 <br />