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Up to $1,000,000, or the limits of any applicable underlying or excess insurance coverage carried by DEVELOPER, DEVELOPER agrees to indemnify, hold harmless and defend the COUNTY, against any and all claims, damages, losses, and expenses, including attorney's fees, for property damage, personal or bodily injury, or Toss of life, arising from the intentional or gross negligent acts or omissions of the DEVELOPER, its officers, managing members, employees, agents or contractors, subcontractors, laborers, or suppliers that may arise out of, or be associated by, any work contemplated by this AGREEMENT. DEVELOPER and COUNTY agrees that this paragraph pertaining to indemnification shall remain in full force and effect for the limited period of one (1) year, commencing on the effective date of this AGREEMENT and ending one (1) year thereafter. Nothing herein shall be deemed a waiver or limitation on the COUNTY'S sovereign immunity protection or any limitations on the COUNTY liability in any state statute or as otherwise provide by law. 10. Multiple Counterparts: This AGREEMENT may be executed in a number of identical counterparts which, taken together, shall constitute collectively one (1) AGREEMENT; but in making proof of this AGREEMENT, it shall not be necessary to produce or account for more than one such counterpart executed by the party to be charged. 11. Permits: The DEVELOPER shall be responsible for obtaining all construction and operating permits required for the installation of the Generator Improvements. If, through no fault of the parties involved, any federal, state or local government or agency (excluding the COUNTY) fails to issue necessary permits, or fails to grant necessary approvals, or requires a material change in the system, then to the extent necessary and if possible, the parties agree to negotiate an amendment to the AGREEMENT to reflect the change in condition. If the COUNTY determines that it is impossible or impracticable to perform under the terms of this AGREEMENT because of the above, then this AGREEMENT shall terminate and the parties shall have no further obligations to each other. The DEVELOPER shall comply with reasonable requests by the COUNTY concerning on-site operations and maintenance prior to County accepting the improvements. 12. Severability / Invalid Provision: If any provision of the AGREEMENT is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable; this AGREEMENT shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this AGREEMENT, and the remaining provisions of this AGREEMENT shall remain in full force and effect and shall not be affected by such illegal, invalid, or unenforceable provision or by its severance from this AGREEMENT. 13. Term: The term of this AGREEMENT is one (1) year from the effective date. Unless otherwise agreed to by the parties in writing, this AGREEMENT shall not be renewed automatically for successive terms. The County may terminate this AGREEMENT early in its sole discretion if it determines that the development project intended to be served by the improvements is suspended or discontinued. 112