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<br />6 <br />SECTION 11. INDEMNIFICATION AND FINANCIAL RESPONSIBILITY <br />Licensee shall be responsible for, and to the extent permitted by law, indemnify and hold Wake <br />County harmless from all loss, liability, claims or expense (including reasonable attorney’s fees) <br />arising from bodily injury, including death, to any person or persons or property damage caused in <br />whole or in part by the negligence or willful misconduct of Licensee, its agents, employees, students, <br />instructors, or contractors except to the extent that the same are caused by negligence or willful <br />misconduct of Wake County, its agents, employees or contractors. This provision shall not in any <br />way affect immunity defenses available to either Party and shall not be interpreted as a waiver of <br />governmental or sovereign immunity. For the avoidance of doubt, indemnification and hold harmless <br />provisions do not apply if Licensee is a State or Federal governmental entity. <br /> <br />SECTION 12. NO WAIVER OF SOVEREIGN IMMUNITY <br />Licensee and the County do not waive any sovereign or governmental immunity by entering into this <br />Agreement. The Parties agree that nothing herein shall be construed to mandate purchase of insurance <br />by the County pursuant to N.C.G.S. 153A-435; or to be inconsistent with Wake County’s “Resolution <br />Regarding Limited Waiver of Sovereign Immunity” enacted October 6, 2003; or to i n any other way <br />waive the defense of sovereign or governmental immunity in any cause of action alleged or brought <br />against the County or Licensee. Specifically, naming Wake County as an additional insured, if <br />applicable, is not intended by Wake County to constitute a waiver of any applicable statutory or <br />common law immunities that Wake County may have under applicable law, including but not limited <br />to governmental or sovereign immunity. <br /> <br />SECTION 13. NON-ASSIGNMENT <br />Neither Party shall assign this Agreement, including any rights arising hereunder, to any other Party <br />without the prior written agreement of both Parties. <br /> <br />SECTION 14. GOVERNING LAW <br />This Agreement shall be construed and enforced in accordance with the laws of the State of North <br />Carolina, to the extent permitted by and not in conflict with Federal law. To the extent that Federal <br />law does not permit the application of State law or State law conflicts with Federal law, applicable <br />rights and obligations under this Agreement shall be construed and enforced in accordance with <br />applicable Federal laws of the United States of America. Any action to enforce the terms of this <br />Agreement shall be brought exclusively in Wake County, North Carolina. By executing this <br />Agreement, Wake County certifies that it has not been identified, and has not utilized the services of <br />any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147- <br />86.58. By executing this Agreement, Wake County certifies that it has not been identified, and has <br />not utilized the services of any agent or subcontractor identified, on the list created by the State <br />Treasurer pursuant to G.S. 147-86.81. By executing this Agreement, Wake County affirms it is and <br />shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. In <br />determining the basic services to be provided, should any documents be referenced in or attached to <br />this Agreement, the terms herein shall have priority in any conflict between the terms of referenced <br />documents and the terms of this Agreement. <br /> <br />DocuSign Envelope ID: 409E9F40-A5E7-4FC8-9365-D6EDF61AC305