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Revised 04/23 <br />5 <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, but in <br />accordance with the limitation of liability clause referenced below. <br />b. Consultant Limitation of Liability. County acknowledges that, as of the date of this <br />Agreement, H&H has neither created nor contributed to the existence of any hazardous, <br />radioactive, toxic or otherwise dangerous substance or condition at the project site, and <br />its compensation hereunder is in no way commensurate with the potential risk of injury <br />or loss that may be caused by exposure to such substances or conditions. Accordingly, <br />notwithstanding any other provision herein, H&H shall not be subject to any liability <br />whatsoever, whether arising in tort, contract or otherwise, on behalf of H&H, its officers, <br />employees, agents or subcontractors (collectively, the “H&H Parties”), for any actual or <br />alleged loss arising directly or indirectly from the release or threatened release or <br />handling of pre-existing or County-generated hazardous substances and waste at or near <br />the project site. The H&H Parties shall not be liable for indirect or consequential <br />damages, including, without limitation, loss of use and loss of profits. In addition to the <br />limitations expressed above, and notwithstanding any other provision herein, the liability <br />of the H&H Parties shall be limited to injury or loss caused by the negligence of the <br />H&H Parties, and County agrees that the liability of the H&H Parties shall be further <br />limited as follows: (1) the liability of the H&H Parties for any and all actual or alleged <br />injury or loss arising directly or indirectly from (a) professional errors and omissions <br />and/or (b) environmental impairment or pollution, shall not exceed the insurance limits <br />specified in this agreement; and (2) any other claim(s) of any kind whatsoever against <br />the H&H Parties shall be limited to an amount not to exceed the insurance limits <br />specified in this agreement. <br /> <br />9. Amendments to the Agreement <br /> <br />a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional <br />compensation or a change in duration of this Agreement shall be made by a written <br />Amendment to this Agreement executed by the County and the Provider. The Provider <br />shall proceed to perform the Services required by the Amendment only after receiving a <br />fully executed Amendment from the County. <br /> <br />10. Termination <br /> <br />a. Termination for Convenience of the County. This Agreement may be terminated without <br />cause by the County and for its convenience upon seven (7) days’ prior written notice to <br />the Provider. <br /> <br />b. Other Termination. The Provider may terminate this Agreement based upon the County's <br />material breach of this Agreement; provided, the County has not taken all reasonable <br />actions to remedy the breach. The Provider shall give the County seven (7) days' prior <br />written notice of its intent to terminate this Agreement for cause. Either party may <br />terminate this Agreement upon notice to the other party that obligations pursuant to this <br />Agreement are made impractical due to declarations of emergency by Orange County or <br />by North Carolina due to events directly impacting Orange County. Both parties shall <br />remain responsible for all payment and performance due up to the receipt of such notice, <br />but shall have no further obligation or responsibility beyond that date provided the <br />terminating party has taken all reasonable steps to complete the performance of its <br />DocuSign Envelope ID: DA6CF858-1517-437D-AADF-99D100549BC4