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http://www.orangecountync.gov/departments/purchasing_division/contracts.php). <br />Provider shall not commence work until such insurance is in effect and certification <br />thereof has been received by the Sheriff. <br />8.Indemnity <br />a.Indemnity. To the extent authorized by North Carolina law the Provider agrees, <br />without limitation, to defend, indemnify, and hold harmless the Sheriff from all third- <br />party losses, liabilities, claims, demands, suits, costs, direct damages or expenses <br />(including reasonable attorney’s fees) arising from bodily injury, including death, to <br />any person or persons or damage to or destruction of any property caused in whole or in <br />part by any negligent or misconduct under the performance of this Contract of the Provider <br />except to the extent same are caused by the negligence or willful misconduct of the <br />Sheriff. It is the intent of this provision to require the Provider to indemnify the <br />Sheriff to the fullest extent permitted under North Carolina law. Neither Party will be liable <br />for special, indirect, incidental, punitive or consequential damages, however caused, whether for <br />breach of warranty or contract, negligence, strict liability, tort or any other legal theory. <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 Sheriff and the Provider. The <br />Provider shall proceed to perform the Services required by the Amendment only after <br />receiving a fully executed Amendment from the Sheriff. <br />10.Termination <br />a.Termination for Convenience of the Sheriff. This Agreement may be terminated <br />without cause by the Sheriff and for his convenience upon thirty (30) days’ prior written <br />notice to the Provider. <br />b.Other Termination. Either Party may terminate this Agreement based upon the other <br />Party’s material breach of this Agreement; and shall provide to the Party in breach thirty <br />(30)days’ prior written notice to terminate this Agreement for cause. Either party <br />may terminate this Agreement upon notice to the other party that obligations pursuant <br />to this Agreement are made impractical due to declarations of emergency by <br />Orange County or by North Carolina due to events directly impacting Orange County. <br />Both parties shall remain responsible for all payment and performance due up to the <br />receipt of such notice, but shall have no further obligation or responsibility beyond that <br />date provided the terminating Party has taken all reasonable steps to complete <br />the performance of its obligations. <br />c.Compensation After Termination. <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 Sheriff due to errors or <br />omissions of the Provider. Upon request of the Sheriff, the Provider shall <br />submit to the Sheriff all relevant documentation, including but not limited to, <br />job cost records, to support its claims for final compensation. <br />ii.Should this Agreement be terminated, the Provider shall deliver to the Sheriff <br />within ninety (90) days, at no additional cost, all deliverables including any <br />electronic data or files relating to the Project. <br />DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20