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8 <br /> A. The Commission assumes no liability with respect to accidents,bodily injury;,illness, <br /> breach of contract cw;my Bother dirnge a claims Or losses arising out of any adivities <br /> undcrtakcm by'.he Grantee or any of its Sub gratirees under this Agreement,with respein <br /> to persons or property of the Grantee,Suhgrairtee or third parties_ <br /> B. The Grantee agrees to ohtain insurance to pnrlct iisel:noel others as it may deem <br /> desirable,ter,if it elects not to obtain such insurance,it represent;that it ha;adequate <br /> resour es available to it for this purpose. <br /> C. The Grantee agrees to indemnify,det nd and save harmless the Commission and its <br /> officers,agents trnd employees against any liability,including costs and expenses and <br /> attorneys ferns for thn Grantoe's or any Subgrautee's(e)violation of any proprietary right <br /> or right of privacy arising out of the publication,translation,mprodnction,dcliv;zy, <br /> performance,use or disposition of any information published resulting from the work of <br /> the Projet or based on any 1iibelou,or other unlawful manor ixedained in such <br /> information. <br /> D. The Grantees also furtb,rr agrees to indemnify,defend and save harmless the Commission <br /> and its officers,agents and employees from any other person,firm or corporation <br /> furnishing or supplying work,services,material or supplies in connect with the Project <br /> and the performance of this Agreement and from any and all claims and losses accruing <br /> or resulting to any perms'',firm or oorporatiou who may be injured or damaged by the <br /> G7ranwe,any Subgrantoes or any of their agents in the performance of the Project. <br /> Section XLIt. l iLire Aareement <br /> A_ This Agreement and its Exhibits contain the entire undemanding between the Parties_ <br /> B. The agreement may be amended only in writing duly executed by authorized persons <br /> for the Commission and the Grantee. <br /> Section XIV.Grantee Representation and Warranties <br /> The Grantee hereby represents and Warrants tbat <br /> A. The Grantee is duly organized and validly existing under the laws of the Sixla of North <br /> . Carolina. <br /> 13. 'Ms.Agree went unnAitrrlc5 a binding obligation of Grantee,enforceable against it in <br /> accordance with its terms. The execution and delivery of this Agreement have been duly <br /> authorized by all necessary action on the part of Grantee and does not vialaa any <br /> applicable organizational documents of;he Grantee or any agreement or undertaking to <br /> which it is a party of by which it is bound. <br /> C_ There is r3o action,suit,proceeding,or investigation at law or in equity or before any <br /> court,public board or body pending or to the Grantee's knowledge,threatened spins':or <br /> affecting it,that could or might adversely affect the Project or any of the transactirnrs <br /> contemplated blithe Agreement or the validity or enferecability cif this Agreement or the <br /> Grantee's ability to discharge it obligation tinder this Agreemte it. <br /> D. If auy ccoasent or approval is necessary from any governmeotal authority as a condition to <br /> the execution and delivery ofth=;Agreement by the Grantee or the p rtirnnancee ofany of <br /> 6 <br /> BOCC Meeting, January 22, 2009, Page 8/39 <br />