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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) 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 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 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 /> 10. Si matures. This Agreement together with any amendments or modifications may be <br /> executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply <br /> with Article 11 A and Article 40 of North Carolina General Statute Chapter 66. <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 PROVIDER /J <br /> By: By: wk /, fir- _ <br /> Bonnie Hammersley, County Man r -D-hert rt r. °-' -°r MT',Pres' ent 4-gLdcsri Tord., .�-. <br /> 200 S. Cameron St. Attention: Chuck Wilcox m <br /> P.O. Box 8181 3949 Browning Place <br /> Hillsborough,NC 27278 Raleigh,NC 27609 <br /> This ins r ent has been approved as to technical content. <br /> Colleen Bridger,MPH,PhD,O ge 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 /> a4-,6-ct, /J. Avc- <br /> Clarence G. Grier,Asst. County Manager/CFO <br /> Revised July 2010 2 <br />