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LF2018v.1. <br />4 <br />Compensation, Vendor’s selling or serving alcohol should provide a certificate of <br />insurance noting limits of one million/two million dollarswith 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 dollarswith a four million dollarpolicy for general liability with the County <br />named as an additional Insured. <br />Vendorshall 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 Vendoragrees, 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 Vendorto <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.Vendoragrees 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 />partiesand 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 Vendorshall not be entitled to compensation or <br />damages. <br />c.Waiver.The failure of the County to require compliance by the Vendorwith 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 Servicesand <br />this Agreement at any time for County’s convenience and without penalty to County <br />upon three (3) days’ notice to Vendoror, beginning on September 27, 2018,immediately <br />and with verbal notice toVendor, also without penalty to County. Upon any suspension <br />by County, Vendorshall discontinue work on the Basic Services and shall not resume <br />DocuSign Envelope ID: 018025E3-3B67-48FC-B990-11226D7FDD88