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herein by reference and may be viewed at <br /> http://orangecountync.gov/purchasing/contracts.aM). If Owner's Risk Manager <br /> determines additional insurance coverage is required such additional 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. 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 /> 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 /> c. 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 5 <br />