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DocuSign Envelope ID: 3E6D1B98- E705- 42EB- A969- F1056F19EE21 <br />Compensation, Vendor's selling or serving alcohol should provide a certificate of <br />insurance noting limits of one million/two million dollars with a four million dollar <br />umbrella policy for general liability with an endorsement for host liquor liability at these <br />limits. The County shall be named as additional insured for General Liability. All other <br />Tier 4 vendors should provide a certificate of insurance noting limits of one million/two <br />million dollars with a four million dollar policy for general liability with the County <br />named as an additional Insured. <br />Vendor shall not commence work until such insurance is in effect and certification <br />thereof has been received by the County's Risk Manager. <br />8. Indemnity <br />a. Indemnity. The Vendor 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 Vendor. It is the intent of this provision to require the Vendor to <br />indemnify the County to the fullest extent permitted under North Carolina law. <br />9. Amendments to the Agreement <br />a. Changes in Basic Services. Vendor agrees that only the Basic Services described herein <br />may be engaged in at the Orange County Local Fest. Any changes in the Basic Services <br />shall be made only by a written Amendment to this Agreement executed by the County <br />and the Vendor. <br />10. Termination, Waiver, and Suspension <br />a. Termination for Convenience. This Agreement may be terminated without cause by the <br />parties and for convenience and without penalty upon seven (7) days' prior written <br />notice to the other party. <br />b. Compensation After Termination. <br />i) In the event of termination, the Vendor shall not be entitled to compensation or <br />damages. <br />c. Waiver. The failure of the County to require compliance by the Vendor with any <br />provisions of this Agreement or the waiver by the County of any breach of this <br />Agreement shall not constitute a waiver of any claim for damages by the County for any <br />breach of this Agreement or a waiver of any other required compliance with this <br />Agreement. <br />d. Suspension. Prior to September 26, 2018, County may suspend the Basic Services and <br />this Agreement at any time for County's convenience and without penalty to County <br />upon three (3) days' notice to Vendor or, beginning on September 27, 2018, immediately <br />and with verbal notice to Vendor, also without penalty to County. Upon any suspension <br />by County, Vendor shall discontinue work on the Basic Services and shall not resume <br />LF2018 v.1. <br />4 <br />