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notice to County immediately upon occurrence of the event that caused,or is reasonably expected to cause,the delay or default. 8. INDEMNITY County agrees to defend, indemnify, and hold harmless the Vendor, its agency, officers and employees,from and against claims based on the vicarious liability of the Vendor or its agents, but not against claims based on the Vendor's contributory negligence, comparative and/or contributory negligence or fault, sole negligence, or intentional misconduct.The legal defense provided by County to the Vendor under this provision must be free of any conflicts of interest even if retention of separate legal counsel for the Vendor is necessary. County also agrees to defend, indemnify, and hold the Vendor harmless for all costs, expenses and attorneys'fees incurred if the Vendor prevails in an action against County in establishing and litigating the indemnification coverage provided herein.This obligation shall continue after the termination of this agreement. 9. ACCESS TO BOOKS AND RECORDS Vendor and County and their duly authorized representatives shall provide access to the books, documents, papers, and records of County and Vendor which are pertinent to the services provided under this agreement for the purpose of making an audit or examination, or for making excerpts and transcripts.This documentation must be available for a period of three years from the date of submission of the final expenditures report. 10. NOTICE Any notice or other communication required under this agreement must be given by registered or certified mail and is complete on the date mailed when addressed to the parties at the following address: Cass County Social Services P.O. Box 2986 Fargo, ND 58108-2986 Notice provided under this provision does not meet the notice requirements for monetary claims against State found at North Dakota Century Code §32-12.2-04. 11. INTEGRATION, MODIFICATION,AND SEVERABILITY This agreement constitutes the entire agreement between Vendor and County.There are no understandings, agreements, or representations, oral or written, not specified within this agreement. No alteration, amendment, or modification of this agreement is effective unless it is reduced in writing, signed by the parties, and attached to the agreement. If any term of this agreement is declared by a court having jurisdiction to be illegal or unenforceable,the validity of the remaining terms will not be affected and, if possible,the rights and obligations of the parties are to be construed and enforced as If the agreement does not contain the illegal or unenforceable term.