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1'b'tri'kl'1';' compensation l~urpuseti. `1'he 1'roe~eier understands chat nether c;deral, nc»• suite, nor payroll tax z>f. <br />u~y kind shall be withheld or paid lay the County on behalf of the Provider or the cmplcaycrs o!'the 1'rovidcr. <br />~. Irl,sur.tn~c: "1'llc• Provider shalt obtain, at its solo expense, all insurance needed tea adequately <br />insure itself during. the pcri~rrnance of these services :is required by the Count}''s Risk Mana~;emcnt Policy. <br />5. il~tien~nity: '1"hc Provider agrees to defend, indemnify, and hold harmless ()range, t'ounty <br />ti•om all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable <br />attorney's fees) arising from bodily injury, inchldllt; death, to any person or persons or damage to or <br />destruction of any property caused in whole or in part by any negligent or intentional act or omission on the <br />part of the Provider. <br />6. Termination: "This Agreement may be terniinated at any time by mutual written agreement of <br />the parties or by the County upon written notice to the Provider. <br />7. Entire Agreement: The parties have read this Agreement and agree to be bound by all of its <br />terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between <br />the parties unless and until modified in writing and signed by the parties, Modifications may be evidenced <br />by telefacsimile signature. <br />8. Governing_Law: Both parties agree that this Agreement shall be governed by the laws of the <br />State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this <br />Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in <br />Orange County, North Carolina. <br />9. Non Appropriation: Provider acknowledges that County is a governmental entity; and the <br />validity of this Agreement is based upon the availability of public funding under the authority of its statutory <br />mandate. In the event that public funds are unavailable and not appropriated for the performance of County's <br />obligations under this Agreement, then this Agreement shall automatically expire without penalty to County <br />immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. <br />IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective <br />as of the day first written above. <br />ORANG .COUNTY <br />By: ,- <br />ty Manag r <br />2flfl S. Cameron S <br />P.O. Box 8181 <br />Hillsborough, NC 27278 <br />__..~ <br />PROVID '1 <br />By; rr _~~b. ~~a.,~, <br />Title: - i, '~ . ~ ~~ ~~, 5; +~~ <br />ECS Carolinas, LLP <br />9001 Glenwood Avenue <br />Raleigh, NC 27617 <br />'s instrument has been approved as to technical content.. <br />Cl~YYI ~- <br />Pamela Jones, epartment Director. <br />This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal <br />Con of Act. <br />G~.e,,~, :~,~ a J~--- <br />Office of the Finance Director <br />Ite~-ised July 2010 2 <br />