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Revised 06/21 <br />4 <br />7. Insurance <br /> <br />a. General Requirements. Provider shall obtain, at its sole expense, Commercial General <br />Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any <br />additional insurance as may be required by County’s Risk Manager as such insurance <br />requirements are described in the Orange County Risk Transfer Policy and Orange <br />County Minimum Insurance Coverage Requirements (each document is incorporated <br />herein by reference and may be viewed at <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 <br />as being not applicable). Provider shall not commence work until such insurance is in <br />effect 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 from all loss, liability, <br />claims or expense, including attorney's fees, arising out of or related to the Project and <br />arising from property damage or bodily injury including death to any person or persons <br />caused in whole or in part by the negligence or misconduct of the Provider except to the <br />extent same are caused by the negligence or willful misconduct of the County. It is the <br />intent 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 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 />10. Termination <br /> <br />a. Termination for Convenience. This Agreement may be terminated without cause by <br />either party upon sixty (60) days’ prior written notice to the other party. <br /> <br />b. Other Termination. Either party may terminate this Agreement based upon the other <br />party's material breach of this Agreement; provided, the other party has not taken all <br />reasonable actions to remedy the breach. The non-breaching party shall give the other <br />party written notice of the breach within a reasonable time after discovery of the breach. <br />The breaching party shall then have seven (7) days to remedy the breach. Upon the <br />breaching party’s failure to remedy the breach the non-breaching party may immediately <br />terminate this Agreement upon written notice to the breaching party which notice shall <br />be effective upon being deposited in a U.S. Mail depository. Either party may terminate <br />this Agreement upon notice to the other party that obligations pursuant to this <br />Agreement are made impractical due to declarations of emergency by Orange County or <br />by North Carolina due to events directly impacting Orange County. Both parties shall <br />DocuSign Envelope ID: 109AF009-E1F4-4CBB-88B6-17C00D4EAB34