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<br />Revised 10/17 dept req 10/31/18 <br />4 <br />a. Indemnity. The Provider agrees, without limitation, to defend, indemnify and hold <br />harmless the County from all loss, liability, claims or expense, including attorney's fees, <br />arising out of or related to the Project and arising from property damage or bodily injury <br />including death 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 or <br />willful misconduct of the County. It is the intent of this provision to require the Provider <br />to indemnify the County to the fullest extent permitted under North Carolina law. <br /> <br />9. Amendments to the Agreement <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 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 /> <br />10. Termination <br /> <br />a. Termination. Either Party may terminate this Agreement based upon the other Party’s <br />material breach of this Agreement; provided, the Party in breach has not taken all <br />reasonable actions to remedy the breach. The Party terminating shall give the other <br />Party thirty (7) days' prior written notice of its intent to terminate this Agreement for <br />cause. <br /> <br />b. Compensation After Termination. <br /> <br />i) In the event of termination due to an uncured breach by Provider, the Provider <br />shall be paid that portion of the fees and expenses that it has earned to the date of <br />termination, less any costs or expenses incurred or anticipated to be incurred by the <br />County due to errors or omissions of the Provider. <br /> <br />ii) Should this Agreement be terminated, the Provider shall deliver to the County <br />within thirty (30) days, at no additional cost, all deliverables including any <br />electronic data or files relating to the Project. <br /> <br />c. 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 />waiver of any claim for damages by the County for any breach of this Agreement or a <br />waiver of any other required compliance with this Agreement. <br /> <br />d. Suspension. County may suspend the Basic Services and this Agreement at any time for <br />County’s convenience and without penalty to County upon three (3) days’ notice to <br />Provider. Upon any suspension by County, Provider shall discontinue work on the Basic <br />Services and shall not resume the Basic Services until notified to proceed by County. <br /> <br />11. Additional Provisions <br /> <br />DocuSign Envelope ID: F16357C3-9192-420F-BE7E-DF351004EFCD