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5 <br /> 9. Indemnity. Provider shall carry insurance to indemnify, protect, and save harmless the County <br /> from any and all claims and demands for damages to property and injury to or death of persons, <br /> including payments made under any Workers' Compensation Laws, or under any plan for <br /> employee's disability and death benefits which may arise out of or be caused by the erection, <br /> maintenance, presence, use or removal of Provider antennas, cable, equipment and necessary <br /> appurtenances at the tower site. Provider shall also indemnify, protect, and save harmless the <br /> County from any and all claims and demands of whatsoever kind which may arise directly or <br /> indirectly from the operations of Provider's facilities, including by not limited to taxes, special <br /> charges by others, claims and demands for damages or less for infringement of copyrights, libel <br /> and slander, unauthorized use of frequencies, etc. <br /> 10. Termination. Either party may terminate this lease upon ten(10) days notice. <br /> 11. Hazardous Substance. Provider shall not introduce or use any such substance on the site in <br /> violation of any applicable law. Provider understands that if the County needs to remove the old <br /> paint and repaint the tower and the old paint contains sufficient levels of lead that it will require <br /> special handling and containment in its removal. Provider agrees to cooperate fully with the <br /> County in whatever steps are necessary for the removal of the old paint and the repainting of the <br /> tower. Provider agrees to hold the County harmless of any interruption of service or possible <br /> damage of their equipment during this process. <br /> 12. Miscellaneous. (a) This agreement applies to and binds the heirs, successors, executors, <br /> administrators and assigns of the parties to this agreement; (b) this agreement is governed by the <br /> laws of the State of North Carolina; (c) this agreement constitutes the entire agreement between <br /> the parties and supersedes all prior written and verbal agreements, representations, promises or <br /> understandings between the parties. Any amendments to this agreement must be in writing and <br /> executed by both parties; (d) if any provision of this agreement is invalid or unenforceable with <br /> respect to any party, the remainder of this agreement or the application of such provision to <br /> persons other than those as to whom it is held invalid or unenforceable will not be affected and <br /> each provision of this agreement will be valid and enforceable to the fullest extent permitted by <br /> law. <br /> 13. Waiver. The failure of the County to require compliance by the Provider with any <br /> provisions of this Agreement or the waiver by the County of any breach of this Agreement shall <br /> not constitute a waiver of any claim for damages by the County for any breach of this <br /> Agreement or a waiver of any other required compliance with this Agreement. <br /> 14. Limitation and Assignment. The County and the Provider each bind themselves, their <br /> successors, assigns and legal representatives to the terms of this Agreement. Neither the <br /> County nor the Provider shall assign or transfer its interest in this Agreement without the <br /> written consent of the other. <br /> 15. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages <br /> with respect to any provision of, or the performance or non-performance of, this Agreement <br /> shall be brought in the General Court of Justice of North Carolina sitting in Orange County, <br /> North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue <br /> with respect to such suits or actions. Binding arbitration may not be initiated by either Party, <br /> however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of <br /> OC Tower Agreement 1.0 <br />