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/ <br />5. Indemni : The Provider agrees to defend, indemnify, and hold harmless Orange County <br />from all losses, liabiliries, claims, demands, suits, costs, damages or expenses (including reasonable <br />attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or <br />desiruction 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. Temrination: This Agreement may be ternunated at any time by mutual written agreement of <br />the parties or by the County upon written notice to the Provider. <br />7. Entire A~xeement: 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. Governin Lg aw: 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 lirigation shall be iniriated 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 enrity, 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 automarically 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 />ORANGE k~0UA1TY <br />By: <br />Co M g <br />200 S. ameron <br />P.O. Box 8181 <br />Hillsborough C 27278 <br />PROVIDE ~ ' <br />~. - <br />By: <br />Title: ` <br />as to technical content. <br />, Department <br />This instrume~4lhas been pre~dited in the manner required by the Loca1 Government Budget and Fiscal <br />Control Act. <br />C~~w ~~~ <br />OfFice of the Finance Director <br />This i~ent has been approved as to form and legal sufficiency. <br />, / <br />t ,7 <br />Office of the C ty Attorney <br />~/ <br />Revised July 2010 <br />. 2 <br />