Orange County NC Website
Browse       Search
17 <br /> In the event of default by Sub-recipient, the County may elect to terminate this <br /> Agreement, in whole or in part and/or require the Sub-recipient to repay the funds <br /> within ten(10)business days from written notice of default. The County may(but shall <br /> not be required to) grant the Sub-recipient an opportunity to cure the default without <br /> termination of this Agreement. This clause shall not be interpreted to limit the County's <br /> remedies in law or in equity. <br /> c. Any termination of this Agreement for cause or default that is later deemed to be <br /> unjustified shall be deemed a termination for convenience. <br /> d. Notwithstanding the foregoing,the County and the Subrecipient may agree to terminate <br /> this Agreement for their mutual convenience through a written amendment of this <br /> Agreement. The amendment shall state the effective date of termination and the <br /> procedures for proper closeout of the Agreement. <br /> e. If this Agreement is terminated,the Subrecipient may not incur new obligations for the <br /> terminated portion of the Agreement after Subrecipient has received the notice of <br /> termination. The Subrecipient must cancel as many outstanding obligations as possible. <br /> Any payment due to the Subrecipient from the County shall be prorated to the date of <br /> termination and any unused funds shall be returned to the County within ten (10) <br /> business days of termination. Costs incurred after receipt of termination notice will be <br /> disallowed. The Subrecipient shall not be relieved of liability to the County because of <br /> any breach of this Agreement by the Subrecipient. The County may, to the extent <br /> authorized by law, withhold payments to the Subrecipient for the purpose of set-off <br /> until the exact amount of damages due the County from the Subrecipient is determined. <br /> f. Waiver. Payment of any sums by the County under this Agreement or the failure of the <br /> County to require compliance by the Subrecipient with any provisions of this <br /> Agreement or the waiver by the County of any breach of this Agreement shall not <br /> constitute a waiver of any claim for damages by the County for any breach of this <br /> Agreement or a waiver of any other required compliance with this Agreement. <br /> 9. Insurance. Subrecipient shall obtain, at its sole expense, Commercial General Liability <br /> Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional <br /> insurance as may be required by County's Risk Manager as such insurance requirements are <br /> described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance <br /> Coverage Requirements (each document is incorporated herein by reference and may be <br /> viewed at http://www.orangecountVnc.gov/departments/purchasing division/contracts.php). If <br /> County's Risk Manager determines additional insurance coverage is required such additional <br /> insurance shall consist of Property Insurance(if no additional insurance required mark N/A as <br /> being not applicable). Subrecipient shall not commence work until such insurance is in effect <br /> and certification thereof has been received by the County's Risk Manager. <br /> 10. Indemnity. To the extent authorized by North Carolina law the Subrecipient agrees, without <br /> limitation, to defend, indemnify and hold harmless the County and federal government from <br /> all loss, liability, claims or expense, including attorney's fees, arising out of or related to the <br /> Scope of Services and arising from property damage or bodily injury including death to any <br /> person or persons caused in whole or in part by the negligence or misconduct of the <br /> Subrecipient except to the extent same are caused by the negligence or willful misconduct of <br /> 16 <br />