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28 <br /> 7 . Indemnity <br /> h. Indemnity. To the extent authorized by North Carolina law the Provider agrees, <br /> without limitation, to defend, indemnify and hold harmless the County from all <br /> loss, liability, claims or expense, including attorney's fees, arising out of or related <br /> to the Project and arising from property damage or bodily injury including death to <br /> any person or persons caused in whole or in part by the negligence or misconduct <br /> of the Provider except to the extent same are caused by the negligence or willful <br /> 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 /> NEITHER PARTY NOR ANY OF ITS OFFICERS DIRECTORS EMPLOYEES <br /> SHAREHOLDERS,OR OTHER REPRESENTATIVES, SHALL IN ANY EVENT <br /> BE LIABLE FOR CONSEQUENTIAL DAMAGES SUFFERED BY THE <br /> OTHER PARTY OR OTHERS AS A RESULT OF PERFORMANCE OR <br /> NONPERFORMANCE UNDER THIS AGREEMENT (INCLUDING WORK <br /> ORDERS), WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES <br /> WAS DISCLOSED OR COULD HAVE BEEN REASONABLY FORESEEN. <br /> 8 . <br /> 9 . Amendments to the Agreement <br /> i. Changes in Basic Services. Changes in the Basic Services and entitlement to <br /> additional compensation or a change in duration of this Agreement shall be made <br /> by a written Amendment to this Agreement executed by the County and the <br /> Provider. The Provider shall proceed to perform the Services required by the <br /> Amendment only after receiving a fully executed Amendment from the County. <br /> 10 . Termination <br /> j. Termination for Convenience of the County. This Agreement may be terminated <br /> without cause by the County and for its convenience upon seven (7) days prior <br /> written notice to the Provider. <br /> k. Other Termination. The Provider may terminate this Agreement based upon the <br /> County's material breach of this Agreement; provided,the County has not taken all <br /> reasonable actions to remedy the breach. The Provider shall give the County seven <br /> (7) days' prior written notice of its intent to terminate this Agreement for cause. <br /> Either parry may terminate this Agreement upon notice to the other party that <br /> obligations pursuant to this Agreement are made impractical due to declarations of <br /> emergency by Orange County or by North Carolina due to events directly impacting <br /> Orange County. Both parties shall remain responsible for all payment and <br /> performance due up to the receipt of such notice, but shall have no further <br /> obligation or responsibility beyond that date provided the terminating parry has <br /> taken all reasonable steps to complete the performance of its obligations. <br /> 1. Compensation After Termination. <br /> Revised 01/24 5 <br />