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DocuSign Envelope ID:874D086C-148C-418A-B140-732EE045A830 <br /> 7. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, <br /> Automobile Insurance, Workers' Compensation Insurance and any additional insurance as may <br /> be required by County's Risk Manager as such insurance requirements are described in the <br /> Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage <br /> Requirements (each document is incorporated herein by reference and may be viewed at <br /> http•//oraneeount rc gov/purehasin�,fcontracts asp). If County's Risk Manager determines <br /> additional insurance coverage is required such additional insurance shall consist of N/A (if no <br /> additional insurance required mark N/A as being not applicable). Provider shall not commence <br /> work until such insurance is in effect and certification thereof has been received by the County's <br /> Risk Manager. <br /> 8. Indemnity. The Provider 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 Project <br /> and arising from bodily injury including death or property damage to any person or persons <br /> caused in whole or in part by the negligence or misconduct of the Provider except to the extent <br /> same are caused by the negligence or willful misconduct of the County. It is the intent of this <br /> provision to require the Provider to indemnify the County to the fullest extent permitted under <br /> North Carolina law. <br /> is <br /> 9. Errors and Omissions. Provider represents and agrees that Provider is qualified to perform and <br /> fully capable of performing and providing the services required or necessary under this <br /> Agreement in a fully competent, professional and timely manner to the satisfaction of the <br /> County. Provider shall be responsible for all errors or omissions, in the performance of the <br /> Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, <br /> mistakes or conflicts at no additional cost to the County. <br /> 10. Amendments to the Agreement. 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 Amendment <br /> to this Agreement executed by the County and the Provider. The Provider shall proceed to <br /> perform the Services required by the Amendment only after receiving a fully executed <br /> Amendment from the County. <br /> 11. Termination: This Agreement may be terminated at any time by mutual written agreement of the <br /> parties or by the County upon written notice to the Provider. <br /> 12. Waiver. The payment of any sums by the County under this Agreement or the failure of the <br /> County to require compliance by the Provider 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 any claim <br /> for damages by the County for any breach of this Agreement or a waiver of any other required <br /> compliance with this Agreement. <br /> 13. Additional Provisions <br /> a. Limitation and Assignment. The County and the Provider each bind themselves, their <br /> successors, assigns and legal representatives to the terms of this Agreement. Neither the <br /> County nor the Provider shall assign or transfer its interest in this Agreement without <br /> the written consent of the other. <br /> b. Independent Contractor: The Provider is and shall be deemed to be an independent <br /> contractor in the performance of this contract and as such shall be wholly responsible <br /> for the work to be performed and for the supervision of its employees. The Provider <br /> represents that it has, or shall secure at its own expense, all personnel required in <br /> Revised 10/16 <br /> 5 <br />