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GENERAL PROVISIONS <br /> A. AUTHORITY TO CONTRACT: The County authority to contract for the service herein is <br /> authorized by North Carolina General Statute §105-299. <br /> B. AUDIT: All invoices shall be submitted by TMA to the County Tax Administrator with <br /> sufficient detail for a proper pre-audit or post-audit. <br /> C. CANCELLATION: This Agreement shall become effective from the date entered above <br /> and shall remain in effect for an initial term of this Agreement and shall continue in effect <br /> thereafter until cancelled or terminated. This Agreement may be terminated by either party <br /> without cause following the initial term upon thirty (30) days written notice. <br /> D. COLLATERAL ASSIGNMENT: The County acknowledges and agrees that payment due <br /> TAX MANAGEMENT ASSOCIATES, INC. under this Agreement and all other agreements <br /> with the government authority (the "Agreement') have been collaterally assigned to Branch <br /> Banking and Trust Company (a North Carolina banking corporation, whose address is 6869 <br /> Fairview Road, Charlotte, North Carolina 28210-3384). All payments due TAX <br /> MANAGEMENT ASSOCIATES, INC. under this the Agreement will be sent, UPON <br /> REQUEST by Branch Banking and Trust, to the Bank at that address pursuant to a <br /> financing and cash management arrangement. Payments made by the County pursuant to <br /> such request shall constitute accord and satisfaction the sums due to TMA. The Bank is <br /> authorized to receive information relating to this Agreement and payments due under the <br /> Agreement and all amendments or modifications to the Agreement from ORANGE <br /> COUNTY (the government authority). The Bank is authorized to rely upon the terms of the <br /> Agreement. The government authority agrees to give notice to the Bank thirty (30) days <br /> prior to termination of this Agreement by action of.the governing body. <br /> E. INDEMNIFICATION: To the fullest extent permitted by laws and regulations, TMA shall <br /> indemnify and hold harmless the County and its officials, agents, and employees from and <br /> against all claims, damages, losses and expenses, direct, indirect or consequential (including, <br /> but not limited to, fees and charges to attorneys and other professionals and costs related to <br /> court action or arbitration) arising out of or resulting from the performance of this contract <br /> or the actions of TMA or its officials, employees, or contractors under this Contract or under <br /> the Contracts entered into by TMA in connection with this contract. This indemnification <br /> shall survive the termination of this Agreement. <br /> F. NON-DISCRIMINATION: TMA shall not discriminate against any person on the grounds <br /> of race, color, national origin, sex, age or disability in the administration of this contract. <br /> Nor shall any person be excluded from participation in, or be denied the benefits of this <br /> contract on the grounds of race, color, national origin, sex, age or disability. <br /> G. LAW CONTROLLING: The laws of the state of North Carolina shall control and govern <br /> this contract. <br /> H. NON-ASSIGNMENT: This Agreement is not assignable by either party, by operation of <br /> law or otherwise. <br /> I. MODIFICATION: This contract may be modified only by a written agreement executed by <br /> both parties hereto. <br /> J ENTIRE AGREEMENT: This contract constitutes the entire agreement of the parties and <br /> no other agreement or modification to this contract, expressed or implied, shall be binding on <br />