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October 2020 1.2 4 <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 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 /> <br />8. Indemnity <br /> <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 /> <br />9. Third Party Rights <br /> <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 /> <br />10. Amendments to the Agreement <br /> <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 /> <br />11. Termination <br /> <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 /> <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 /> <br />c. Compensation After Termination. <br /> <br />DocuSign Envelope ID: A3969345-6ED1-4771-AB59-17035EC2F335