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DocuSign Envelope ID: EB453E96-2633-4D28-B133-0C9F1E02F8CB <br /> <br />8.Indemnity <br /> <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 <br />or related to the Project and arising from bodily injury including death or property <br />damage to any person or persons caused in whole or in part by the negligence or <br />misconduct of the Provider except to the extent same are caused by the negligence <br />or willful misconduct of the County. It is the intent of this provision to require the <br />Provider to indemnify the County to the fullest extent permitted under North <br />Carolina law. <br /> <br /> Amendments to the Agreement <br />9. <br /> <br />a. Changes in Basic Services. Changes in the Basic Services and entitlement to <br />additional compensation or a change in duration of this Agreement shall be made <br />by a written Amendment to this Agreement executed by the County and the <br />Provider. The Provider shall proceed to perform the Services required by the <br />Amendment only after receiving a fully executed Amendment from the County. <br /> <br /> Termination <br />10. <br /> <br />a.Termination for Convenience of the County. This Agreement may be terminated <br />written notice to the Provider. <br /> <br /> <br />b.Other Termination. The Provider may terminate this Agreement based upon the <br />County's material breach of this Agreement; provided, the County has not taken all <br />reasonable actions to remedy the breach. The Provider shall give the County <br />seven (7) days' prior written notice of its intent to terminate this Agreement for <br />cause. <br /> <br />c.Compensation After Termination. <br /> <br />i.In the event of termination, the Provider shall be paid that portion of the fees <br />and expenses that it has earned to the date of termination, less any costs or <br />expenses incurred or anticipated to be incurred by the County due to errors or <br />omissions of the Provider. <br /> <br /> <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 /> <br />d. Waiver. The payment of any sums by the County under this Agreement or the <br />failure of the County to require compliance by the Provider with any provisions of <br />this Agreement or the waiver by the County of any breach of this Agreement shall <br />not constitute a waiver of any claim for damages by the County for any breach of <br />this Agreement or a waiver of any other required compliance with this Agreement. <br /> <br /> Additional Provisions <br />11. <br />5 <br /> <br />