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Rev. 5/23 5 <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 or <br />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 th e <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 seven <br />(7) days' prior 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 <br />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 failure <br />of the County to require compliance by the Provider with any provisions of this <br />Agreement or the waiver by the County of any breach of this Agreement shall not <br />constitute a waiver of any claim for damages by the County for any breach of this <br />Agreement or a waiver of any other required compliance with this Agreement. <br /> <br /> <br />11. Additional Provisions <br /> <br />DocuSign Envelope ID: A7AE99E4-EA4E-458C-808C-B641597E1CBF