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Docusign Envelope ID : 2559C90D-4549-45D0-8554-7958990EE7B9 <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 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 fiirther <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 /> 1 . Compensation After Termination . <br /> Revised 01 / 24 5 <br />