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8,. Indemnity <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 Project 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 inis�onduct 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 in,demni:fy the County to the fullest <br />extend permitted under North Carolina law. <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 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 />10.Termination <br />a.Termination for Convenience of the County. This Agreement may be tenninated without <br />cause by the County for its convenience upon seven (7) days' prior written notice to the <br />Provider. <br />b.• Other Termination. The Provider niay tetrilinate 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 the declarations of emergency by Orange County <br />or by North Carolina due to events impacting Orange County. Both parties shall remain <br />responsible for all payment and performance due up to the receipt of such notice but shall <br />have no further obligation or responsibility beyond.that date provided the terminating <br />party has taken all reasonable steps to complete the performance of its obligations. <br />c.Compensation after Termination.1.In the event of tertnination, 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 />the Provider. Upon request of the County, the Provider shall submit to County all <br />relevant documentation, including but not limited to, job cost records; to support <br />its daims for final compensation. <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 />5 <br />Revised 01/2024 <br />DocuSign Envelope ID: D435B1B0-AAD8-43E3-B4F5-4C091CB686E7