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4. Insurance: Provider, an agency of the State of North Carolina, is responsible for its and its <br /> employees'negligence as provided under North Carolina law. Provider shall maintain professional liability <br /> self-insurance coverage sufficient to adequately insure itself during the performance of these services. <br /> 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 either party upon thirty days' written notice to the other party. <br /> 7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be <br /> bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the <br /> Agreement between the parties unless and until modified in writing and signed by the parties. This <br /> Agreement together with any amendments or modifications may be executed electronically. All electronic <br /> signatures affixed hereto evidence the intent of the Parties to comply with Article I IA and Article 40 of North <br /> Carolina General Statute Chapter 66. <br /> 8. Pri ori In determining the basic services to be provided, should any documents be <br /> referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between the terms <br /> of referenced documents and the terms of this Agreement. <br /> 9. 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. Provider shall at all times remain in compliance with all applicable local, <br /> state,and federal laws,rules,and regulations including but not limited to all anti-discrimination laws. <br /> 10. Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek damages with <br /> respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the <br /> General Court of Justice of North Carolina sitting in Orange County,North Carolina. It is agreed by the parties <br /> that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may <br /> not be initiated by either Party,however,the Parties may agree to nonbinding mediation of any dispute prior to the <br /> bringing of such suit or action. <br /> 11. 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 as of <br /> the day first written above. <br /> ORANGE COUNTY PROVIDE <br /> t'? <br /> By: By; <br /> — 9L <br /> Bonnie Hammersley,County ager Jo Lewis,CFO,LTNC Health Care System <br /> 200 S.Cameron St. Box 168 <br /> Hillsborough,NC 27278 Chapel Hill,NC 27514 <br /> Revised July2010 2 <br />