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DocuSign Envelope ID:4D7650A1-DEC F-4F10-A64A-44A2E32E000A <br /> County's Risk Manager determines additional insurance coverage is required such <br /> additional insurance shall consist of N/A(if no additional insurance required mark N/A as <br /> being not applicable). Provider shall not commence work until such insurance is in effect <br /> and certification thereof has been received by the County's Risk Manager. <br /> 8. Indemnity <br /> a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without <br /> limitation,to defend, indemnify and hold harmless the County,the Town of Carrboro and <br /> the Town of Chapel Hill ("Towns") from all loss, liability, claims or expense, including <br /> 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 Provider except to the extent same are caused by the <br /> negligence or willful misconduct of the County. Neither the County nor the Towns shall <br /> have any financial responsibility or liability beyond providing the financial assistance and <br /> arranging for payment to the Provider (other than any permitting or inspections <br /> responsibilities they may have in their governmental capacities). It is the intent of this <br /> provision to require the Provider to indemnify the County and Towns to the fullest extent <br /> permitted under North Carolina law. <br /> 9. Third Party Rights <br /> Nothing in this Agreement is intended to create,grant, or convey rights in or to any third party. <br /> Nothing herein is enforceable by any third party and the rights of the parties hereto to terminate <br /> or amend this Agreement are not subject to the consent of any third party. <br /> 10. 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 /> 11. 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 /> i) In the event of termination, the Provider shall 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 /> October 2020 1.2 4 <br />