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5 <br /> <br /> <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 /> <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 /> <br />10. Termination <br /> <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 /> <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 /> <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 /> <br />d. 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 of <br />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 electronic <br />DocuSign Envelope ID: 46AAA209-37F8-4264-B691-2868C8B31BDA