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Provider shall not commence work until such insurance is in effect and certificati()n <br /> thereof has been received by the Owner's Risk Manager. <br /> 8. Indemnity <br /> a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the Conant,, <br /> from all loss, liability, claims or expense, including attorney's fees, arising out of ear <br /> related to the Project and arising from bodily injury including death or property darri,tgc <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 t <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 receivin , ,I <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 io <br /> the Provider. <br /> b. Other Termination. The Provider may terminate this Agreement based upon the Cour)IN <br /> material breach of this Agreement; provided, the County has not taken all reasonh I c <br /> actions to remedy the breach. The Provider shall give the County seven (7) days' prier <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 expens,,-, <br /> incurred or anticipated to be incurred by the County due to errors or omissions <br /> the Provider. <br /> ii) Should this Agreement be terminated, the Provider shall deliver to the Cournt\ <br /> within seven (7) days, at no additional cost, all deliverables including :tm <br /> electronic data or files relating to the Project. <br /> d. Waiver. The payment of any sums by the County under this Agreement or the failure (,t <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 �t <br /> waiver of any claim for damages by the County for any breach of this Agreement oi- a <br /> waiver of any other required compliance with this Agreement. <br /> Revised 9/13 <br /> 4 <br />