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a.General Requirements.Providershall 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.gov/departments/purchasing_division/contracts.php). If <br />County’s Risk Manager determines additional insurance coverage is required such <br />additional insurance shall consist ofN/A(if no additional insurance required mark N/A <br />as being not applicable). Providershall not commence work until such insurance is in <br />effect and certification thereof has been received by the County's Risk Manager. <br />8.Indemnity <br />a.Indemnity.The Provideragrees, 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 Providerexcept to the extent same are caused by the negligence or <br />willfulmisconduct 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 />10.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 Providermay 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 Providershall 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 Providershall 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 />Revised 10/17 <br />4 <br />DocuSign Envelope ID: 3B0B626A-8BC6-4132-9E89-B5A83287400A