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Revised 01/24 5 <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. <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.orangecountync.gov/departments/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 />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 or 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 />Docusign Envelope ID: 8593B911-5A7C-42E9-8641-3AFC72859480