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Revised 01/24 <br />4 <br /> <br />8. Indemnity <br /> <br />a. Professional Liability Indemnity. To the fullest extent authorized by North Carolina law <br />as to matters of professional liability, the Provider agrees, provider agrees to indemnify <br />and hold harmless the County from all third-party loss, liability, claims or expense, <br />including reasonable attorney’s fees, recoverable under the applicable law, arising out of <br />or related to the Project and arising from property damage or bodily injury including death <br />to any person or persons caused in whole or in party by the negligence or willful <br />misconduct of the Provider except to the extent same are caused by the negligence or <br />willful misconduct of the County. (Contract Specific Revision 10-3-25) <br /> <br />b. General Liability Indemnity To the fullest extent authorized by North Carolina law, as <br />to matters other than professional liability, the Provider agrees, to defend, indemnify, and <br />hold harmless the County from all third-party loss, liability, claims, or expense, including <br />reasonable attorney’s fees recoverable under applicable law, arising out of or related to <br />the Project and arising from property damage or bodily injury including death to any <br />person or persons caused in whole or in party by the negligence or willful misconduct of <br />the Provider except to the extent same are caused by the negligence or willful misconduct <br />of the County and/or any third party. (Contract Specific Revision 10-3-25) <br /> <br /> <br /> <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 />obligations. <br />Docusign Envelope ID: 4A1EBC2C-12B0-45FA-8C6E-0273D0CBC06A