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rtd-bd-It"b bb;4d P.05/13 <br /> shall be furnished to the County, together with evidence that each policy provides the County <br /> with not less than thirty (30) days prior written notice of any cancellation, non-renewal or <br /> reduction of coverage. <br /> 8. Indemnity <br /> a. Indemnity_The Provider agrees to defend, indemnify and hold harmless the County from all loss, <br /> liability, claims or expense, including attorney's fees, arising out of or related to the Project and <br /> arising from bodily injury including death or properly damage to any person or persons caused in <br /> whole or in part by the negligence or misconduct of the Provider except to the extent same are <br /> caused by the negligence or willful misconduct of the County. It is the intent of this provision to <br /> require the Provider to indemnify the County to the fullest extent permitted under North Carolina <br /> law. <br /> 9. Amendments to the Agreement <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 Amendment <br /> to this Agreement executed by the County and the Provider. The Provider shall proceed to <br /> perform the Services required by the Amendment only after receiving a fully executed <br /> Amendment from the County. <br /> 10. Termination <br /> a. Termination for Convenience"p, County. This Agreement ma��cc,,be terminat b r party <br /> upon thirty (30)days prior written notice to the Wavider.04 <br /> b. Qgrnpensaton After Termination. <br /> i) In the event of termination, the Provider shall be paid that portion of the fees and <br /> expenses that it has earned to the date of termination, less any costs or expenses <br /> incurred or anticipated to be incurred by the County due to errors or omissions of the <br /> Provider. <br /> ii) Should this Agreement be terminated, the Provider shall deliver to the County within <br /> Seven (7)days, at no additional cost, all deliverables including any electronic data or files <br /> relating to the Project and for which payment has been made by the County <br /> 11. Additional Provisions <br /> a. Limitation and Assignment. The County and the Provider each bind themselves, their <br /> successors, assigns and legal representatives to the terms of this Agreement. Neither the <br /> County nor the Provider shall assign or transfer its interest in this Agreement without the written <br /> consent of the other. <br /> b. -Governing I�w_ This Agreement and the duties, responsibilities, obligations and rights of <br /> respective parties hereunder shall be governed by the laws of the State of North Carolina. <br /> c. Waiver. No waiver of any breach of this Agreement shall be valid unless in a writing signed by <br /> the waiving party and no waiver of any breach on one occasion shall constitute a waiver of any <br /> other or subsequent breach. <br /> d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with <br /> respect to any provision of, or the performance or non-performance of, this Agreement shall be <br /> brought in the General Court of Justice of North Carolina sitting in Orange County, North <br /> Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with <br /> 4 <br />