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Provider shall obtain, at its sole expense, all insurance as required in the County's risk <br />management policy and shall not commence work until such insurance is in effect and <br />certification thereof has been received by the County's Risk Manager. Such insurance shall <br />name the County as Additional Insured under both General Liability and Auto Liability policies. <br />9. INDEMNIFICATION <br />Provider agrees to defend, indemnify, and hold harmless the County, for all loss, liability, <br />claims or expense (including reasonable attorney's fees) arising from bodily injury, including <br />death or property damage, to any person or persons caused in whole or in part by the <br />negligence or misconduct of the Provider, except to the extent same are caused by the <br />negligence or willful misconduct of the County. It is the intent of this section to require Provider <br />to indemnify the County to the extent permitted under North Carolina law. <br />10. NON-ASSIGNMENT <br />Provider shall not assign all or any part of this Agreement, including rights to payments, <br />to any other party without the prior written consent of the County. <br />11. ENTIRE AGREEMENT <br />The parties have read this Agreement and agree to be bound by all of its terms, and <br />further agree that it constitutes the complete and exclusive statement of the Agreement <br />between the parties unless and until modified in writing and signed by the parties. Modifications <br />may be evidenced by telefacsimile signatures. This Agreement shall incorporate the following <br />attachments: (Insert list of attachments if applicable and consult with attorney for prioritization) <br />2011-12 Business Associate Agreement <br />Should a conflict arise among the terms of this Agreement and any attachment first <br />priority 'is given to this Agreement followed in order of priority by any Attachments as listed <br />above. <br />12. GOVERNING LAW <br />Both parties agree that this Agreement shall be governed by the laws of the State of <br />North Carolina. <br />13. NON APPROPRIATION <br />Provider acknowledges that County is a governmental entity, and the validity of this <br />Agreement is based upon the availability of public funding under the authority of its statutory <br />mandate. <br />If, at any time after the Effective Date of this Agreement, public funds are unavailable <br />and not appropriated for the performance of County's obligations under this Agreement, then <br />this Agreement shall automatically expire without penalty to County immediately upon written <br />notice to Provider of the unavailability and non-appropriation of public funds. It is expressly <br />agreed that County shall not activate this non-appropriation provision for its convenience or to <br />circumvent the requirements of this Agreement, but only as an emergency fiscal measure <br />during a substantial fiscal crisis. <br />Revised January 2010 4 <br />