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DocuSign Envelope ID: B22DA9B6-17B9-4FOE-8EDE-OAF33D1D7861 <br /> 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, claims <br /> or expense, including attorney's fees, arising out of or related to the Project and arising from <br /> property damage or bodily injury including death to any person or persons caused in whole <br /> or in part by the negligence or misconduct of the Provider except to the extent same are caused <br /> by the negligence or willful misconduct of the County. It is the intent of this provision to <br /> require the Provider to indemnify the County to the fullest extent permitted under North <br /> Carolina law. <br /> 9. Amendments to the Agreement <br /> 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 shall <br /> proceed to perform the Services required by the Amendment only after receiving a fully <br /> executed Amendment from the County. <br /> 10. Termination <br /> a. Termination for Convenience of the County. This Agreement may be terminated without <br /> cause by the County and for its convenience upon seven (7) days' prior written notice to <br /> the Provider. Termination of this Contract, under Section 10, shall not form the basis of <br /> any claim for anticipated profits by either party. <br /> b. Termination by County Upon Expiration of Emergency or Funding. The Parties <br /> acknowledge and agree that the Basic Services contemplated by this Agreement are <br /> necessary in order to respond to a public health emergency, and the validity of this <br /> Agreement is contingent upon the availability of federal and/or state funds. In the event <br /> the County determines the Basic Services are no longer necessary to respond to the <br /> public health emergency, or in the event federal and/or state funding is not made <br /> available to the County in order for the County to perform its obligations under this <br /> Agreement, this Agreement may be terminated by the County upon three (3) days' prior <br /> written notice to the Provider. <br /> c. Other Termination. The Provider 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. The Provider shall give the County seven (7) days' prior <br /> written notice of its intent to terminate this Agreement for cause. <br /> d. Compensation after Termination. <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 of <br /> the Provider. <br /> 6 <br />