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DocuSign Envelope ID: 72574FBA-38BB-482F-A711-18C4CFEC2EDF <br />incorporated herein by reference and may be viewed at <br />http://orangecountync.gov/purchasing/contracts.asp <br />determines additional insurance coverage is required such additional insurance shall <br />consist of N/A (if no additional insurance required mark N/A as being not applicable). <br />Providers shall not commence work until such insurance is in effect and certification <br />thereof has been received by the Owner's Risk Manager. <br /> <br /> <br />8.Indemnity <br /> <br /> <br /> <br />a.Indemnity. The Providers agree to defend, indemnify and hold harmless the County from <br />all loss, liability, claims or expense, including attorney's fees, arising out of or related to <br />the Project and arising from bodily injury including death or property damage to any <br />person or persons caused in whole or in part by the negligence or misconduct of the <br />Provider or Providers 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 Providers to <br />indemnify the County to the fullest extent permitted under North Carolina law. <br /> <br /> <br />9.Amendments to the Agreement <br /> <br /> <br /> <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 Providers. The <br />Providers shall proceed to perform the Services required by the Amendment only after <br />receiving a fully executed Amendment from the County. <br /> <br /> <br />10.Termination <br /> <br /> <br /> <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 Providers. <br /> <br /> <br />b.Other Termination. The Providers 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 Providers shall give the County seven (7) <br />days' prior written notice of its intent to terminate this Agreement for cause. <br /> <br /> <br />c.Compensation After Termination. <br /> <br /> <br />i)In the event of termination, the Providers 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 Providers. <br /> <br /> <br />ii) Should this Agreement be terminated, the Providers 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 /> <br />d. Waiver. The payment of any sums by the County under this Agreement or the failure of <br />the County to require compliance by the Providers with any provisions of this <br />Revised 10/14 <br />4 <br /> <br />