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16 <br /> <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 /> <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 /> <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 /> <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 /> <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 /> <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.orangecountync.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 /> <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 />DocuSign Envelope ID: E9696229-2C10-4E21-876A-3D5C1D00DF70