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a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County <br />from all loss, liability, claims or expense, including attorney's fees, arising out of or <br />related to the Project and arising from bodily injury including death or property damage <br />to any person or persons caused in whole or in part by the negligence or misconduct of <br />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 to <br />indemnify the County to the fullest extent permitted under North Carolina law. <br />10. 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 <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 />11. Termination <br />a. Termination for Convenience of the County. This Agreement may be terminated without <br />cause by either party for its convenience upon thirty (30) days prior written notice to the <br />other party. In the event of termination pursuant to this section, Provider shall ensure <br />that all HHW accepted for transportation, disposal and /or recycling, or HHW located on <br />Orange County properties and designated for transportation by Provider in accordance <br />with Section 3(c) shall be disposed off in accordance with the terms of this Agreement. <br />b. Compensation 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 <br />the Provider. <br />ii) Should this Agreement be terminated, the Provider shall deliver to the County <br />within seven (7) days, at no additional cost, all deliverables including any <br />electronic data or files relating to the Project. <br />C. Waiver. The payment of any sums by the County under this Agreement or the failure of <br />the County to require compliance by the Provider with any provisions of this Agreement <br />or the waiver by the County of any breach of this Agreement shall not constitute a <br />waiver of any claim for damages by the County for any breach of this Agreement or a <br />waiver of any other required compliance with this Agreement. <br />12. 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 <br />written consent of the other. <br />Revised July 2010 7 <br />