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J5. 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 />J <br />6. Termination: This Agreement may be terminated at any time by mutual written agreement of <br />the parties or by Aie 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 telefacsimil signature. <br />$. Governor Ig 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, orth Carolina. <br />9. Non Appropriation: Provider acImowledges 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: pwze� t_& <br />D&pAment Direct <br />200 S. Cameron St. <br />P.O. Box 8181 <br />Hillsborough, NC 27278 <br />PROVIDER <br />By:i �^� <br />Title: <br />104 Jones Ferry d., Suite H <br />Carrboro, NC 27510►'t4�j <br />Vendor #57608 <br />This instrument has been pre - audited in the manner required by the Local Government Budget and Fiscal <br />Control Act. <br />Offic of the Finance Director <br />This ins ent has been approved as to form and legal sufficiency. <br />'A4" ith <br />Office of the Coely, Attorney <br />March 2012 2 <br />