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ARPA Sourced 01/22 <br /> <br />a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without <br />limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims <br />or expense, including attorney's fees, arising out of or related to the Project and arising from <br />property damage or bodily injury including death to any person or persons caused in whole or <br />in part by the negligence or misconduct of the Provider except to the extent same are caused <br />by the negligence or willful misconduct of the County. It is the intent of this provision to <br />require the 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 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 shall <br />proceed to perform the Services required by the Amendment only after receiving a fully <br />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 the <br />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 actions <br />to remedy the breach. The Provider shall give the County seven (7) days' prior written notice <br />of its intent to terminate this Agreement for cause. Either party may terminate this Agreement <br />upon notice to the other party that obligations pursuant to this Agreement are made <br />impractical due to declarations of emergency by Orange County or by North Carolina due to <br />events directly impacting Orange County. Both parties shall remain responsible for all <br />payment and performance due up to the receipt of such notice, but shall have no further <br />obligation or responsibility beyond that date provided the terminating party has taken all <br />reasonable steps to complete the performance of its obligations. <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 the <br />Provider. Upon request of the County, the Provider shall submit to County all relevant <br />documentation, including but not limited to, job cost records, to support its claims for <br />final compensation. <br /> <br />DocuSign Envelope ID: 525A8B6B-84A9-4382-81AD-B52736EB0728