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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. <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: 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 Iitigation 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 /> ORAN O NTY PRO DE <br /> By: By: <br /> County Manag Title: <br /> 200 S. Cameron St ECS Carolinas,LLP <br /> P.O. Box 8181 9001 Glenwood Avenue <br /> Hillsborough,NC 27278 Raleigh,NC 27617 <br /> This instrument has been approved as to technical content. <br /> Jef ey Thompson, Department Director <br /> This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal <br /> Control Act. <br /> 44 <br /> Office of the Finance Director <br /> This instrument has n approved as to form and legal sufficiency. <br /> )V <br /> Of ye of the County Attorney <br /> Revised July 2010 2 <br />