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Revised 06/21 <br />4 <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, <br />claims or expense, including attorney's fees, arising out of or related to the Pr oject and <br />arising from property damage or bodily injury including death to any person or persons <br />caused in whole or in part by the negligence or misconduct of the Provider except to the <br />extent same are caused by the negligence or willful misconduct of the County. It is the <br />intent of this provision to require the Provider to indemnify the County to the fullest extent <br />permitted under North Carolina law. <br /> <br />b. To the extent not prohibited by the North Carolina Local Government Budget and Fiscal <br />Control Act the County agrees to defend, indemnify and hold harmless the Provider from <br />all loss, liability, claims or expense, including attorney's fees, arising out of or related to <br />the Project and arising from property damage or bodily injury including death to any <br />person or persons caused in whole or in part by the negligence or misconduct of the County <br />except to the extent same are caused by the negligence or willful misconduct of the <br />Provider. <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. However, termination does not entitle County to a refund of previously paid <br />fees. <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. Either party may <br />terminate this Agreement upon notice to the other party that obligations pursuant to this <br />Agreement are made impractical due to declarations of emergency by Orange County or <br />by North Carolina due to events directly impacting Orange County. Both parties shall <br />remain responsible for all payment and performance due up to the receipt of such notice, <br />but shall have no further obligation or responsibility beyond that date provided the <br />terminating party has taken all reasonable steps to complete the performance of its <br />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 <br />DocuSign Envelope ID: EC5EFAEF-2401-4C60-8F93-CF3CF6CC7702