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5. Indemni : 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 a e. <br /> OADepart PROVIDER <br /> B By: <br /> L t Director Title: <br /> 200 S. Camer n St. Michael Itkoff <br /> P.O.Box 8 1 302 W. Queen St <br /> Hillsborough,NC 27278 Hillsborough,NC 27278 <br /> This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal <br /> Control Act. <br /> U ,J. 1. <br /> Office of the Finance Director <br /> This i ru t as been approved as to form and legal sufficiency. <br /> Office of the 03ounty A orney <br /> March 2012 2 <br />