Agenda - 09-15-2009 - 4j - Laserfiche WebLink

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~o The Grantee agrees to obtain insurance to protect itself and others as it may deem desirable, or, if it elects not to obtain such insurance, it represents that it has adequate resources available to it for this purpose. The Grantee agrees to indemnify, defend and save harmless ASAP and its officers, agents and employees against any liability, including costs and expenses and attorneys fees for the Grantee's violation of any proprietary right or right of privacy arising out of the publication, translation, reproduction, delivery, performance, use or disposition of any information published resulting from the work of the Project or based on any libelous or other unlawful matter contained in such information. The Grantee also further agrees to indemnify, defend and save harmless ASAP and its officers, agents and employees from any other person, firm or corporation furnishing or supplying work, services, material or supplies in connect with the Project and the performance of this Agreement and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by the Grantee or any of their agents in the performance of the Project. Section IiIIII. Entire Agreement This Agreement contains the entire understanding between the Parties. The agreement may be amended only in writing duly executed by authorized persons for ASAP and the Grantee. Section XIV. Grantee Representation and Warranties The Grantee hereby represents and warrants that: The Grantee is duly organized and validly existing under the laws of the State of North Carolina. This Agreement constitutes a binding obligation of Grantee, enforceable against it in accordance with its terms. The execution and delivery of this Agreement have been duly authorized by all necessary action on the part of Grantee and does not violate any applicable organizational documents of the Grantee or any agreement or undertaking to which it is a party of by which it is bound. A. There is no action, suit, proceeding, or investigation at law or in equity or before any court, public board or body pending or to the Grantee's knowledge, threatened against or affecting it, that could or might adversely affect the Project or any of the transactions contemplated by the Agreement or the validity or enforceability of this Agreement or the Grantee's ability to discharge it obligation under this Agreement. B. If any consent or approval is necessary from any governmental authority as a condition to the execution and delivery of this Agreement by the Grantee or the performance of any of its obligations under the Agreement, all such requisite government consent or approvals have been obtained. Section XV. Special Provisions and Conditions Nondiscrimination. The Grantee agrees not to discriminate by reason of age, race, religion, color, sex, national origin or handicap in the performance of this Agreement. Compliance with Laws. The Grantee shall comply with all laws, ordinances, rules and regulations of the state, federal and local governments which many affect the performance of the Agreement. Non-Assi ability. The Parties shall not assign any interest in the Agreement; provided, however, that claims for money due to the Grantee from ASAP under this Agreement may be assigned after notice and approval of ASAP. 4 ~ Grant Agreement between Appalachian Sustainable Agriculture Project and Orange County Cooperative Extension