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12 <br />herein by <br />reference and may <br />be <br />viewed at <br />http: / /oran ecountync-gov <br />/purchasiny-/contracts asp). <br />If Owner's <br />Risk Manager <br />determines additional <br />insurance coverage is required <br />such additional <br />insurance shall <br />consist of Professional Liability Insurance of $1,000,000 per occurrence (if no <br />additional insurance required mark N/A as being not applicable). Provider shall not <br />commence work until such insurance is in effect and certification thereof has been <br />received by the Owner's Risk Manager. <br />8. Indemnity <br />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 />9. Amendments to the Agreement <br />a. Chanizes 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 />10. Termination <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 />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. <br />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 />Revised 9/13 <br />