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DocuSign Envelope ID:4DA7C804-68DE-40C2-A41F-92032E351676 <br /> herein by reference and may be viewed at <br /> litt, .8oranglecountyne.gov/purchasirig� q.q-,jcts."L� I <br /> )n 1-� If Owner's Risk Manager <br /> determines additional insurance coverage is required Such additional insurance shall <br /> consist of N/A (if'no additional insurance required rnark N/A as being not applicable). <br /> Provider shall not commence work until such insurance is in effeeIr and certification <br /> thereof has been received by the Owner's Risk Manager. <br /> 8. Indemnity <br /> a. Inderrinity. The Provider agrees to defend, indemnify and hold hartriless the (.7ounty <br /> froin all loss, liability, clainis, or expense, including attorney's fees, arising out of or <br /> related to the Project and arising from bodily injury including death or property darriage <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 artier receiving a <br /> fiLilly executed Amendment from the County. <br /> 10. Termination <br /> a. Termination for Convenience of the CLotinty. 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 /> action,,.,,, to remedy the breach. Tlie 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 /> 0 In the event of termination, the Provider shall be paid that portion of the fees and <br /> expenses that it has carried 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 ally <br /> electronic data or files relating to the Project. <br /> I <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 Provider with any provisions of this Agreement <br /> Revased 10114 <br /> 4 <br />