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84 <br /> Sec.7.3.Termination by Mutual Agreement.County and Subrecipient may agree to terminate this Agreement for <br /> their mutual convenience through a written amendment to this Agreement.The amendment will state the <br /> effective date of the termination and the procedures for proper closeout of the Agreement. <br /> Sec.7.4.Termination Procedures. If this Agreement is terminated,Subrecipient may not incur new obligations for <br /> the terminated portion of the Agreement after Subrecipient has received the notification of termination. <br /> Subrecipient must cancel as many outstanding obligations as possible. Costs incurred after receipt of the <br /> termination notice will be disallowed.Subrecipient shall not be relieved of liability to County because of any <br /> breach of Agreement by Subrecipient.County may,to the extent authorized by law,withhold payments to <br /> Subrecipient for the purpose of set-off until the exact amount of damages due County from Subrecipient is <br /> determined. <br /> Article VIII.General Conditions. <br /> Section.8.1. Indemnification.To the extent permitted by law,Subrecipient agrees to indemnify and hold harmless <br /> County,and any of its officers,agents and employees,and the Federal Government from any claims of third <br /> parties arising out of any act or omission of Subrecipient in connection with the performance of this Agreement. <br /> Section.8.2.Insurance.Subrecipient shall obtain,at its sole expense, Commercial General Liability Insurance, <br /> Automobile Insurance,Workers'Compensation Insurance,and any additional insurance as may be required by <br /> County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy <br /> and Orange County Minimum Insurance Coverage Requirements(each document is incorporated herein by <br /> reference and may be viewed at <br /> http://www.orangecountync.gov/departments/purchasing division/contracts.php.) If County's Risk Manager <br /> determines additional insurance coverage is required such additional insurance shall consist of (if no <br /> additional insurance required mark N/A as being not applicable). Subrecipient shall not commence work until such <br /> insurance is in effect and certification thereof has been received by the County's Risk Manager. <br /> County may require higher limits if warranted by the nature of this Agreement and the type of activities to be <br /> provided.The insurer must provide County with a Certificate of Insurance reflecting the coverages required in this <br /> Section.All Certificates of Insurance shall reflect thirty(30)days written notice by the insurer in the event of <br /> cancellation, reduction,or other modification of coverage. In addition to this notice requirement,Subrecipient <br /> must provide County prompt written notice of cancellation, reduction,or material modification of coverage of <br /> insurance. If Subrecipient fails to provide such notice,the Subrecipient assumes sole responsibility for all losses <br /> incurred by County for which insurance would have provided coverage.The insurance policies must remain in <br /> effect during the term of this Agreement. <br /> Subrecipient shall name County as an additional insured except as to workers compensation insurance and it is <br /> required that coverage be placed with an "A" rated insurance company acceptable to County. If Subrecipient fails <br /> at any time to maintain and keep in force the required insurance,County may cancel and terminate the Agreement <br /> without notice. <br /> Section.8.3. Venue and Jurisdiction.County and Subrecipient agree that they executed and performed this <br /> Agreement in Orange County, North Carolina.This Agreement will be governed by and construed in accordance <br /> with the laws of North Carolina.The exclusive forum and venue for all actions arising out of this Agreement is the <br /> appropriate division of the North Carolina General Court of Justice in Orange County Such actions may not be <br /> commenced in, nor removed to,federal court unless required by law. <br /> Section.8.4. Nonwaiver. No action or failure to act by County constitutes a waiver of any of its rights or remedies <br /> that arise out of this Agreement, nor shall such action or failure to act constitute approval of or acquiescence in a <br /> breach of this Agreement,except as specifically agreed in writing. <br /> Section.8.5.Limitation of County Authority. Nothing contained in this Agreement may be deemed or construed <br /> to in any way stop, limit, or impair County from exercising or performing any regulatory, policing, legislative, <br /> governmental,or other powers or functions. <br /> 32 of 39 <br />