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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) to the extent provided by North Carolina Torts Claim Act arising from bodily injury, <br /> including death, to any person or persons or damage to or destruction of any property caused in whole or in <br /> part by any negligent or intentional act or omission on the part of the Provider. <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 par-ties 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: 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 /> ORANGIM& PROVIDER <br /> B <br /> By: y_ <br /> Frank*"CliftoV, Jr., Vounty Manager Ro <br /> e <br /> rt�E. Schaaf,a <br /> af� <br /> D,President <br /> 200 S. Cameron St. Attention: Chuck Wilcox <br /> P.O. Box 8181 3949 Browning Place <br /> Hillsborough,NC 2'x`278 Raleigh, NC 27609 <br /> 1 <br /> This * t nt has been Approved as to technical content. <br /> �17 <br /> Colreen Bridger, MPH,PhD)Orange County Health Director <br /> This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal <br /> Control Act. <br /> 41 <br /> A <br /> Clarence G. Grier, Asst.County Manager/CFO <br /> This i t 7b7roved as to form and legal sufficiency. <br /> Anned M. Mo e, Staff Attorney <br /> Revised July 2010 2 <br />