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5 <br /> <br />Minimum Insurance Coverage Requirements (each document is incorporated herein by reference <br />and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). <br />If Owner’s Risk Manager determines additional insurance coverage is required such additional <br />insurance shall be designated here N/A (if no additional insurance required mark N/A as being not <br />applicable). Consultant shall not commence work until such insurance is in effect and certification <br />thereof has been received by the Owner's Risk Manager. <br /> <br /> 7.2 Indemnity <br /> <br /> 7.2.1 To the extent authorized by North Carolina law the Consultant agrees, without <br />limitation, to indemnify and hold harmless the County from all loss, liability, claims or expense, <br />including attorney's fees, arising out of or related to the Project and arising from property damage <br />or bodily injury including death to any person or persons caused in whole or in part by the <br />negligence or misconduct of the Consultant except to the extent same are caused by the negligence <br />or willful misconduct of the County. It is the intent of this provision to require the Consultant to <br />indemnify the County to the fullest extent permitted under North Carolina law. <br /> <br />ARTICLE 8 AMENDMENTS TO THE AGREEMENT <br /> <br /> 8.1 Changes in Basic Services <br /> <br /> 8.1.1 Changes in the Basic Services and entitlement to additional compensation or a <br />change in duration of this Agreement shall be made by a written Amendment to this Agreement <br />executed by the County and the Consultant. The Consultant shall proceed to perform the Services <br />required by the Amendment only after receiving a fully executed Amendment from the County. <br /> <br />ARTICLE 9 TERMINATION <br /> <br /> 9.1 Termination for Convenience of the County <br /> <br /> 9.1.1 This Agreement may be terminated without cause by the County and for its <br />convenience upon seven (7) days prior written notice to the Consultant. Termination of this <br />Contract, under this Section, shall not form the basis of any claim for anticipated profits by either <br />party. <br /> <br /> 9.2 Other Termination <br /> <br /> 9.2.1 The Consultant may terminate this Agreement based upon the County's material <br />breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the <br />breach. The Consultant shall give the County seven (7) days' prior written notice of its intent to <br />terminate this Agreement for cause. <br /> <br /> 9.3 Compensation After Termination <br /> <br /> 9.3.1 In the event of termination, the Consultant shall be paid that portion of the fees <br />and expenses that it has earned to the date of termination, less any costs or expenses incurred or <br />anticipated to be incurred by the County due to errors or omissions of the Consultant. <br /> <br /> 9.3.2 Should this Agreement be terminated, the Consultant shall deliver to the County <br />within seven (7) days, at no additional cost, all Deliverables including any electronic data or files <br />relating to the Project. <br /> <br />DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8