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the Orange County Risk Transfer Policy and Orange County Minimum <br />Insurance Coverage Requirements (each document is incorporated herein <br />by reference and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.ph <br />p.) Provider shall not commence work until such insurance is in effect and <br />certification thereof has been received by the County's Risk Manager. The <br />County acknowledges that attached Certificates of Insurance have been <br />approved by the County’s Risk Manager and comply with the terms and <br />conditions of this Agreement. <br /> <br />8) Indemnity <br /> <br />a. Indemnity. To the extent authorized by North Carolina law the Provider <br />agrees, without limitation, to defend, indemnify and hold harmless the <br />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 <br />bodily injury including death to any person or persons to the extent caused by <br />the negligence or misconduct of the Provider except to the extent same are <br />caused by the negligence or willful misconduct of the County. It is the intent <br />of this provision to require the Provider to indemnify the County to the fullest <br />extent permitted under North Carolina law. <br /> <br />9) Amendments to the Agreement <br /> <br />a. Changes in Basic Services. Changes in the Basic Services and entitlement to <br />additional compensation or a change in duration of this Agreement shall be <br />made by a written Amendment to this Agreement executed by the County <br />and the Provider. The basic services constitute the scope of this Agreement. <br />The Provider shall proceed to perform the Services required by the <br />Amendment only after receiving a fully executed Amendment from the <br />County. <br /> <br />10) Termination <br /> <br />a. Termination for Convenience of the County. This Agreement may be <br />terminated without cause by either party and for such party’s convenience <br />upon ninety (90) days prior written notice to the other. <br /> <br />b. Other Termination. The Provider may terminate this Agreement based upon <br />the County's material breach of this Agreement; provided, the County has not <br />taken all reasonable actions to remedy the breach. The Provider shall give the <br />County seven (7) days' prior written notice of its intent to terminate this <br />Agreement for cause. <br /> <br />c. Force Majeure. Except for the obligation to make payments hereunder, <br />neither party shall be in default for its failure to perform or delay in <br />performance caused by events or significant threats of events beyond its <br />reasonable control, whether or not foreseeable, including, but not limited to, <br />strikes, labor trouble, riots, imposition of laws or governmental orders, fires, <br />acts of war or terrorism, acts of God, and the inability to obtain equipment, <br />DocuSign Envelope ID: B04ECF89-C776-496E-B171-26200EC380B9