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July 2024 2 <br />arranging for payment to the Provider(s) (other than any permitting or inspections <br />responsibilities they may have in their governmental capacities). Said contracts shall <br />provide that the Provider(s) shall indemnify and hold harmless the Parties for any and all <br />claims arising out of the contractor’s work for the Property Owner. <br /> <br />4. Indemnity <br /> <br />a. Indemnity. The Property Owner agrees, without limitation, to defend, indemnify and hold <br />harmless Orange County and Orange SWCD from all loss, liability, claims or expense, <br />including attorney's fees, arising out of or related to the Work and arising from property <br />damage or bodily injury including death to any person or persons caused in whole or in <br />part by the negligence or misconduct of either the Property Owner or Provider(s) except <br />to the extent same are caused by the negligence or willful misconduct of Orange County. <br />Neither Orange County nor Orange SWCD shall have any financial responsibility or <br />liability beyond providing the financial assistance (as limited by the allocation of <br />Streamflow Rehabilitation Assistance Program funds to Orange SWCD) and arranging for <br />payment to the contracted professional (other than any permitting or inspections <br />responsibilities they may have in their governmental capacities). It is the intent of this <br />provision to require the Property Owner to indemnify Orange County and Orange SWCD <br />to the fullest extent permitted under North Carolina law. <br /> <br />5. Third Party Rights <br /> <br />a. Third Party Rights. Nothing in this Agreement is intended to create, grant, or convey rights <br />in or to any third party. Nothing herein is enforceable by any third party and the rights of <br />the parties hereto to terminate or amend this Agreement are not subject to the consent of <br />any third party. <br /> <br />6. Amendments to the Agreement <br /> <br />a. Changes. Changes shall be made by a written Amendment to this Agreement executed by <br />Orange SWCD and the Property Owner. <br /> <br />7. Termination <br /> <br />a. Termination for Convenience. This Agreement may be terminated without cause by <br />Orange SWCD for its convenience upon seven (7) days prior written notice to the Property <br />Owner. <br /> <br />b. Waiver. The payment of any sums by Orange SWCD under this Agreement or the failure <br />of Orange SWCD to require compliance by the Property Owner with any provisions of <br />this Agreement or the waiver by Orange SWCD of any breach of this Agreement shall not <br />constitute a waiver of any claim for damages by Orange SWCD for any breach of this <br />Agreement or a waiver of any other required compliance with this Agreement. <br /> <br />Docusign Envelope ID: 2A7D4E07-0B8D-487B-AA2F-1E871A7717A3