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DocuSign Envelope ID:A551A38E-3703-439F-B000-AB96C3150AB4 <br /> render decisions within guidelines established by the County Manager and/or the County <br /> Board of Commissioners and shall be available during working hours as often as may be <br /> reasonably required to render decisions and to furnish information. <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.gov/departments/purchasing division/contracts.php). If <br /> County's Risk Manager determines additional insurance coverage is required such <br /> additional insurance shall consist of Cyber Liability insurance (if no additional insurance <br /> required mark N/A as being not applicable). Provider shall not commence work until <br /> such insurance is in effect and certification thereof has been received by the County's <br /> 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 /> 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 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 /> Revised 10/17 <br /> 4 <br />