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Rev. 4/21 5 <br />c. Evidence of Insurance. Evidence of such insurance shall be furnished to the <br />County, together with evidence that each policy provides the County with not less <br />than thirty (30) days prior written notice of any cancellation, non-renewal or <br />reduction of coverage. <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, arising out of <br />or related to the Project and arising from bodily injury including death or property <br />damage 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 <br />or willful misconduct of the County. It is the intent of this provision to require the <br />Provider to indemnify the County to the fullest extent permitted under North <br />Carolina law. <br /> <br />9. Amendments to the Agreement <br /> <br />a. Changes in Basic Services. Changes in the Basic Services and entitlement to <br />additional compensation or a change in duration of this Agreement shall be made <br />by a written Amendment to this Agreement executed by the County and the <br />Provider. The Provider shall proceed to perform the Services required by the <br />Amendment only after receiving a fully executed Amendment from the County. <br /> <br />10. Termination <br /> <br />a. Termination for Convenience of the County. This Agreement may be terminated <br />without cause by the County and for its convenience upon seven (7) days’ prior <br />written notice to the Provider. <br /> <br />b. Other Termination. The Provider may terminate this Agreement based upon the <br />County's material breach of this Agreement; provided, the County has not taken all <br />reasonable actions to remedy the breach. The Provider shall give the County <br />fourteen (14) days' prior written notice of its intent to terminate this Agreement for <br />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 <br />and expenses that it has earned to the date of termination, less any costs or <br />expenses incurred or anticipated to be incurred by the County due to errors or <br />omissions of 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 />d. Waiver. The payment of any sums by the County under this Agreement or the <br />failure of the County to require compliance by the Provider with any provisions of <br />DocuSign Envelope ID: 69DAB561-4506-4FCF-BAAC-97A7A1B66427