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DocuSign Envelope ID: 216D8731 -B068- 4631- 8F8E- 67EC5B37BB8A <br />7. Insurance <br />a. General Requirements, Provider shall obtain, at its sole expense, Commercial General <br />Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any <br />additional insurance as may be required by County's Risk Manager as such insurance <br />requirements are described in the Orange County Risk Transfer Policy and Orange <br />County Minimum Insurance Coverage Requirements (each document is incorporated <br />herein by reference. and may be viewed at <br />http: //www.orangecountync.goy /departments /purchasing division/contracts php). If <br />County's Risk Manager determines additional insurance coverage is required such <br />additional insurance shall consist of (if no additional insurance required mark <br />NIA as being not applicable), Provider shall not commence work until such insurance is <br />in effect and certification thereof has been received by the County's Risk Manager, <br />8. Indemnity <br />a, Indemnity. The Provider agrees, without limitation, to defend, indemnify and hold <br />harmless the County from all loss, liability, claims or expense, including attorney's fees, <br />arising out of or related to the Project and arising from property damage or bodily injury <br />including death to any person or persons caused in whole or in part by the negligence or <br />misconduct of the Provider except to the extent same are caused by the negligence or <br />willful misconduct of the County. It is the intent of this provision to require the Provider <br />to indemnify the County to the fullest extent permitted under North Carolina law. <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 />14. 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, <br />b. 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 />c. 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 />Revised 10117 <br />4 <br />