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than thirty (30) days prior written notice of any cancellation, non-renewal or reduction <br /> of coverage. <br /> 8. Indemnity <br /> a. Indemnity. MGR agrees to defend, indemnify and hold harmless the County from all <br /> loss, liability, claims or expense, including attorney's fees, arising out of or related to the <br /> Project and arising from bodily injury including death or property damage to any person <br /> or persons caused in whole or in part by the negligence or misconduct of MGR except to <br /> the extent same are caused by the negligence or willful misconduct of the County. It is <br /> the intent of this provision to require MGR to indemnify the County to the fullest extent <br /> permitted under North Carolina law. <br /> 9. Amendments to the Agreement <br /> a. Changes in Basic Services. Changes in basic services for mattress recycling such as <br /> operational procedures or cost per mattress recycled may be made without formal <br /> amendment to Agreement, if provided in writing and is mutually agreeable to both <br /> parties and maximum payable amount is not exceeded. Changes to non-basic services <br /> provisions shall be made by a written Amendment to this Agreement executed by the <br /> County and MGR. <br /> 10. Termination <br /> a. Termination for Convenience of the County or MGR. This Agreement may be <br /> terminated without cause by the County or MGR upon sixty (60) days' prior written <br /> notice to the other party. <br /> b. Other Termination. MGR 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. MGR shall give the County seven (7) days' prior written <br /> notice of its intent to terminate this Agreement for cause. <br /> c. Compensation After Termination. In the event of termination, MGR shall be paid that <br /> portion of the fees and expenses that it has earned to the date of termination, less any <br /> costs or expenses incurred or anticipated to be incurred by the County due to errors or <br /> omissions of MGR. <br /> d. Waiver. The payment of any sums by the County under this Agreement or the failure of <br /> the County to require compliance by MGR with any provisions of this Agreement or the <br /> waiver by the County of any breach of this Agreement shall not constitute a waiver of <br /> any claim for damages by the County for any breach of this Agreement or a waiver of <br /> any other required compliance with this Agreement. <br /> 11. Additional Provisions <br /> a. Limitation and Assignment. The County and MGR each bind themselves, their <br /> successors, assigns and legal representatives to the terms of this Agreement. Neither the <br /> Revised July 2010 <br /> 6 <br />