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<br /> <br /> <br /> <br /> <br /> <br /> <br />geographic areas in North Carolina as to which Notification Center is to provide <br />Member notification of each Transmission ("Notification Area"). Member shall <br />provide Notification Center with an update of the electronic database of its <br />Notification Area on an annual basis, at a minimum. Member shall comply with <br />all of its obligations pursuant to the Act as to Notification Center. <br /> <br />6. Duties of Notification Center. The Notification Center shall provide the <br />necessary personnel, equipment and a toll-free telephone number for the receipt <br />of Notice of each Transmission within the Notification Area. Notification Center <br />will maintain records of receipt of each Transmission in the manner and duration <br />required by the Act. Notification Center shall promptly relay to Member and/or its <br />designated Locator each Transmission received within Member's Notification <br />Area. Notification Center shall comply with all of its obligations pursuant to the <br />Act as to Member. <br /> <br />7. Indemnification. To the extent permitted by North Carolina law, Member agrees <br />to indemnify, save and hold harmless Notification Center, its officers, agents and <br />employees, from and against any and all liabilities, claims, losses, damages, <br />expenses (including reasonable attorneys' fees), or costs for personal injuries <br />and/or property damage arising out of (1) any Transmission within Member's <br />Notification Area, (2) any marking, or failure to mark, the location of any Facility <br />of Member, (3) any Excavation by any person which injures or damages any <br />Facility of Member, unless such losses, damages or injuries shall be caused by <br />the intentional wrongdoing or negligent act or omission of the Notification Center, <br />provided further that such liability, claim, loss, damage, expense or cost for which <br />Member is required to indemnify Notification Center arises out of acts for which <br />the defenses of governmental immunity, statutory or common law immunity is not <br />available. The indemnification provided by Member herein shall not be construed <br />as a waiver of any applicable defense of governmental, statutory, or common law <br />immunity, and shall not prevent the Member from asserting any defense of such <br />immunity; and if a court of competent jurisdiction determines that no such <br />immunity applies, then the indemnity provided for herein shall apply to the extent <br />enforceable under North Carolina law. <br /> <br />8. No Third-Party Beneficiaries. This Agreement shall not confer any rights or <br />remedies upon any person other than the Parties and their respective successors <br />and permitted assigns. <br /> <br />9. Succession and Assignment. Member may not assign this Agreement or any <br />of its rights, interests, or obligations hereunder without the prior written approval <br />of Notification Center. Notwithstanding the foregoing, Member may assign its <br />rights, interests and obligations hereunder, without approval of Notification <br />Center to the parent, subsidiary, or affiliate of Member, or to any entity into which <br />Member is merged or to which Member sells all or substantially all of its assets. <br />Notification Center may not assign, sublet, or transfer its interest, duties, or <br />obligations hereunder, without the prior written consent of Member. This <br /> <br /> <br />3 <br />LOCAL GOVERNMENT <br />DocuSign Envelope ID: 61EC9A58-09AB-40C7-B61D-D35BA499F8D8