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5. Indemnitv: The Provider agrees to defend, indemnify, and hold harmless Orange County <br />fi•om al[ losses, liabilities, claims, demands, suits, costs, damages ar expenses (including reasonable <br />attor~~ey's fees) arising from bodity injury, including cleath, to any person or persons or da~uage to or <br />destriiction of any property caused in ~vhole or in part by any negligent or i~~tentional act or omission on the <br />part of the Provider. <br />6. Te-•miuation: This Agreeme~tt may ~e te-•ni.inated at any time by mutuAl ~vritten agreemeiit of <br />the parties or by the Cow-ty upon written notice to the Provider. <br />7. Eutire A~•eement: The pai~ties have read this A~•eement a~zd agree to be bou~id by all of its <br />ter~ns, aud fiic~ther ~gree thAt it constitutes the complete aud eYCh~sive stateme~~t of the Agreement behveen <br />the partees unless and nntil modified in ~vritiug and si~~ed by tlie parties. Modifications n~ay be evidenced <br />by telefacsimite signahire. <br />8. Governing L~w: Both parties agree that this Agreement shali be governed by the laws of the <br />StAte of Noc~th Carolina. Should eitlier party initiate litigation to settle ~ny dispute involving the terms of this <br />Agreement such litigation sliaU be initiated in the General Co~n-t of Justice of North Carolina seated in <br />Ora~~ge County, NOC~}1 Cfll'OIIIIR. <br />9. Non A~sropriation; Provider ~claio~vledges that County is a gove--nmentnl entity, aud tl~e <br />validity of tbis Agreement is basecl upon ti~e Rvailability of p~~blic fimding ~mder the autliority of its stah~tory <br />mandate. Li t~e event that public fwtds are uuavailable and ~~ot appropriated for the pe~~form~nce of Couiity's <br />abligt~tions under this Agreemeut, tlien this Ag~•eement shall automatically e.cpu•e ~vithout penalry to Coi~nty <br />unmediately upon ~vcitten notice to Provider of the un~vailability and no-i-appropriation of public fiinds. <br />IN WITNESS WH~R~OI+, Orange County ~nd the Pcovider have signed tl~is Agreemei~t, effective <br />as of the day first written above. <br />ORANG COUNTY <br />By: <br />County Man <br />200 S. Cumeron t. <br />P.O. Bos 8 ( 81 <br />Hillsboroug~, NC 27278 <br />PR~VID~R <br />By: <br />Title: ~ <br />TEus enstr-unent has ee~ approved as to teclmical content. <br />r ~ <br />DAVIC~ StflI1CtI, Department Director <br />Tl~is instrument lias been pi~e-sudited in tJie manner required by die Loc~l Government Budget and Fisca) <br />Con o Act <br />G~ ~ - <br />O-ce of the Finance Director <br />Tlus iu unent has been a~proved as to farm aiid legal sufficiency. <br />Office of tl~e ou Attorney <br />Revised July 2010 2 <br />