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DocuSign Envelope ID:7CF60B58-F95B-4FFA-9E03-OFA429EC47E7 <br /> 4. Indemnity <br /> a. Indemnity. The Provider agrees, without limitation, to defend, indemnify and hold <br /> harmless the County from all loss, liability, claims or expense, including attorney's fees, <br /> arising out of or related to the use of Property and arising from property damage or <br /> bodily injury including death to any person or persons caused in whole or in part by the <br /> negligence or misconduct of the Provider except to the extent same are caused by the <br /> willful misconduct of the County. It is the intent of this provision to require the Provider <br /> to indemnify the County to the fullest extent permitted under North Carolina law. <br /> 5. Amendments to the Agreement <br /> a. Changes in Use. Changes in the use or a change in duration of this Agreement shall be <br /> made by a written Amendment to this Agreement executed by the County and the <br /> Provider. The Provider shall proceed by the Amendment only after receiving a fully <br /> executed Amendment from the County. <br /> 6. Termination <br /> a. Termination for Convenience of the County. This Agreement may be terminated without <br /> cause by the County and for its convenience upon written notice to the Provider. <br /> b. Waiver. The failure of the County to require compliance by the Provider with any <br /> provisions of this Agreement or the waiver by the County of any breach of this <br /> Agreement shall not constitute a waiver of any claim for damages by the County for any <br /> breach of this Agreement or a waiver of any other required compliance with this <br /> Agreement. <br /> c. Suspension. County may suspend the use and this Agreement at any time for County's <br /> convenience and without penalty to County upon notice to Provider. Upon any <br /> suspension by County, Provider shall discontinue the use and shall not resume until <br /> notified by County. <br /> 7. Additional Provisions <br /> a. Limitation and Assignment. The County and the Provider each bind themselves, their <br /> successors, assigns and legal representatives to the terms of this Agreement. Neither the <br /> County nor the Provider shall assign or transfer its interest in this Agreement without the <br /> written consent of the other. <br /> b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights <br /> of respective parties hereunder shall be governed by the laws of the State of North <br /> Carolina. <br /> c. Compliance with Laws. Provider shall at all times remain in compliance with all <br /> applicable local, state, and federal laws, rules, and regulations including but not limited <br /> to all state and federal anti-discrimination laws, policies, rules, and regulations and the <br /> Orange County Non-Discrimination Policy and Orange County Living Wage Policy <br /> Initial Waiver 8/18 2 <br />