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Revised 12/18 <br />4 <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 /> <br />8. Indemnity <br /> <br />a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County <br />from all loss, liability, claims or expense, including attorney's fees to the extent arising <br />from property damage or bodily injury including death to any person or persons caused <br />in whole or in part by the negligence or misconduct of the Provider except to the extent <br />same are caused by the negligence or willful misconduct of the County. It is the intent <br />of this provision to require the Provider to indemnify the County to the fullest extent <br />permitted under North Carolina law. Notwithstanding anything to the contrary herein, <br />Provider’s indemnification obligations are limited to its insurance policy coverage and <br />capped at the coverage limits set forth in its certificate of insurance. <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 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 /> <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 /> <br />c. Compensation After Termination. <br /> <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 /> <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 /> <br />DocuSign Envelope ID: BDE3CDED-216E-4129-B5B9-ED290F2D91F9