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a.Indemnity.The Provideragrees, 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 Providerexcept to the extent same are caused by the negligence or <br />willfulmisconduct 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 />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.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 Providermay 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 Providershall 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 Providershall 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 Provider. <br />ii)Should this Agreement be terminated, the Providershall 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 Providerwith any provisions of this Agreement <br />or the waiver by the County of any breach of this Agreement shall not constitute a <br />waiver ofany 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 />e.Suspension.County may suspend the Basic Servicesand 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 Servicesuntil notified to proceed by County. <br />Revised 10/17 <br />4 <br />DocuSign Envelope ID: 206F38A0-4744-45EF-9C6B-B0194CE2775B