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14 <br /> County's Contract Administrator and where PFPC follows such written direction or written <br /> instruction with reasonable care and free from negligence. Provided, however, that the <br /> foregoing indemnification shall not extend to Losses to the extent such Losses arise from <br /> any uncured default or breach by PFPC of its obligations specified herein or any <br /> negligence, gross negligence, or willful misconduct of PFPC or its agents, contractors, <br /> employees, or guests or invitees of PFPC. Losses do not include loss of profit, revenue, <br /> use, business, goodwill, or indirect loss. <br /> (c) With respect to each separate matter brought by any third party against which a party <br /> hereto ("Indemnitee") is indemnified by the other party ("Indemnitor") under this Section, <br /> the Indemnitor shall be responsible, at its sole cost and expense, for controlling, litigating, <br /> defending and otherwise attempting to resolve any proceeding, claim, or cause of action <br /> underlying such matter, except that (i) the Indemnitee may, at its option, participate in <br /> such defense or resolution at its expense and through counsel of its choice; (ii) the <br /> Indemnitee may, at its option, assume control of such defense or resolution if the <br /> Indemnitor does not promptly and diligently pursue such defense or resolution, provided <br /> that the Indemnitor shall continue to be obligated to indemnify the Indemnitee hereunder <br /> in connection therewith; and (iii) neither Indemnitor nor Indemnitee shall agree to any <br /> settlement without the other party's prior written consent(which shall not be unreasonably <br /> withheld or delayed). In any event, Indemnitor and Indemnitee shall in good faith <br /> cooperate with each other and their respective counsel with respect to all such actions or <br /> proceedings, at the Indemnitor's sole expense. With respect to each and every matter <br /> with respect to which any indemnification may be sought hereunder, upon receiving notice <br /> pertaining to such matter, Indemnitee shall promptly (and in no event more than ten (10) <br /> days after any third-party litigation is commenced asserting such claim) give reasonably <br /> detailed written notice to the Indemnitor of the nature of such matter and the amount <br /> demanded or claimed in connection therewith. <br /> (d) The provisions set forth in subparagraphs (a), (b), and (c) above shall survive <br /> termination of this Agreement; provided, however, that a claim for indemnification <br /> pursuant to Section 7.1 shall be valid only if the party entitled to such indemnification <br /> provides written notice thereof to the other party as provided herein with regard to third- <br /> party litigation and within three years from the date an indemnification event arises for all <br /> other indemnification matters. <br /> (e) The terms of all insurance policies referred to in Section 7, including without limitation <br /> (i) the property insurance policies of the County and (ii) the policies of any independent <br /> contractors retained by PFPC shall preclude subrogation claims against the County and <br /> its officers, officials, employees and agents. PFPC hereby grants to the County a waiver <br /> of any right to subrogation which any insurer of PFPC may acquire against the County by <br /> virtue of the payment of any loss under such insurance. PFPC agrees to obtain any <br /> endorsement that may be necessary to affect this waiver of subrogation. This provision <br /> applies regardless of whether or not PFPC has received a waiver of subrogation <br /> endorsement from the insurer. PFPC and the County hereby release each other from and <br /> against any and all loss or damage to property arising out of or incident to any peril <br /> required to be insured against herein. The effect of such release is not limited to the <br /> 10 <br />