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DocuSign Envelope ID:6EB7A98E-7386-481D-BB68-D6A5BBAODDCB <br /> herein by reference and may be viewed at <br /> http://www.orangecountync.gov/departments/purchasing division/contracts.php). If <br /> County's Risk Manager determines additional insurance coverage is required such <br /> additional insurance shall consist of N/A (if no additional insurance required mark N/A <br /> as being not applicable). Provider shall not commence work until such insurance is in <br /> effect and certification thereof has been received by the County's Risk Manager. <br /> 8. Indemnity <br /> a. Indemnity. The Parties agree to defend, indemnify and hold harmless the Other from all <br /> loss, liability, claims or expense, including attorney's fees, arising out of or related to the <br /> Project and arising from bodily injury including death or property damage to any person <br /> or persons caused in whole or in part by the negligence or misconduct of the Other <br /> except to the extent same are caused by the negligence or willful misconduct of the <br /> Party. It is the intent of this provision to require the Parties to indemnify each Other to <br /> 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 for Convenience of the County. The Parties may terminate this Agreement <br /> without cause and for their convenience upon thirty (30) days' prior written notice to the <br /> Other. <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 /> actions to remedy the breach. The 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 /> 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 by the County due to errors or omissions of 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 /> 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 /> or the waiver by the County of any breach of this Agreement shall not constitute a <br /> Revised 1/16 <br /> 4 <br />