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5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County <br />from all losses, liabilities, 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 />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 in carrying out Provider's duties and obligations related to the Services to be provided in <br />this Agreement. <br />6. Termination: This Agreement may be terminated 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: 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 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 />ORANGE COUNTY <br />By: i <br />D pa tment Direct <br />200 SCameron St. <br />P.O. Box 8181 <br />Hillsborough, NC 27278 <br />PROVIDER <br />By: "✓ 3510 A,,-,Ut f/'P�urS <br />Title:�S jY <br />108 Cottonwood Court <br />Chapel Hill, NC 27514 <br />Vendor #38424 <br />This instrument has been pre- audited in the manner required by the Local Government Budget and Fiscal <br />Copt of Act. <br />9 (,� d. &71 <br />Of ice of the Finance Director <br />This i trument has been approved as to form and legal sufficiency. <br />Office of the C my Attorney <br />March 2012 2 <br />