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DocuSign Envelope ID:21361331 DE-l3C97-4l3FF-A701-2800E35816l3C <br /> in effect and certification thereof has been received by the County's Risk Manager. <br /> 8. Indemnity <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 /> 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 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 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 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 /> 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 /> Revised 12/18 <br /> 4 <br />