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Revised 01/24 5 <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 />NON¬PERFORMANCE 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 party 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 party has <br />taken all reasonable steps to complete the performance of its obligations. <br />l.Compensation After Termination. <br />Docusign Envelope ID: 2559C90D-4549-45D0-8554-7958990EE7B9