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123 <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. Except as otherwise provided herein, if either party breaches this <br />Agreement or defaults in the performance of any of the covenants or conditions <br />contained herein and does not cure said breach or default within fifteen (15) days after <br />the non - breaching party has given the breaching or defaulting party written notice of <br />such breach or default, the non - breaching party may: (a) terminate this Agreement as of <br />any date which the said non - breaching party may select provided said date is at least <br />thirty (30) days after the fifteen (15) days in which to cure or commence curing; or (b) <br />cure the breach or default at the expense of the breaching or defaulting party; or (c) have <br />recourse to any other right or remedy to which it may be entitled by law, including, but <br />not limited to, the right to all damages or losses suffered as a result of such breach, <br />default, or termination. In the event either party waives default by the other party, such <br />waiver shall not be construed or determined to be a continuing waiver of the same or any <br />subsequent breach or default. <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 />11. Additional Provisions <br />Revised 9/13 5 <br />