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4 <br /> <br />shall have the authority to render decisions within guidelines established by the County <br />Manager or the County Board of Commissioners and who shall be available during <br />working hours as often as may be reasonably required to render decisions and to furnish <br />information. <br />7. Insurance <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 <br />N/A as being not applicable). Provider shall not commence work until such insurance <br />is in effect and certification thereof has been received by the County's Risk Manager. <br />8. Indemnity <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 any and all damages, <br />losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) <br />arising from any actual third-party claim, demand, action or proceeding (“Claim”) for <br />personal injury, death, or direct damage to tangible property to the extent caused by <br />Provider’s negligence, gross negligence or willful misconduct, except to the extent t he <br />claim arises from the County’s negligence or willful misconduct. Provider’s duties under <br />this Section 8.1 – Indemnity are conditioned upon: (a) the County promptly notifying <br />Provider in writing of the Claim; (b) Provider having sole control of the defense of the <br />suit and all negotiations for its settlement or compromise; and (c) the County cooperating <br />with Provider and, if requested by Provider, providing reasonable assistance in the <br />defense of the Claim. <br />9. Amendments to the Agreement <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 />10. Termination <br />a. Termination for Convenience of the County. This Agreement may be terminated without <br />cause by the County and for its convenience upon thirty (30) days’ prior written notice to <br />the Provider. If the contract is terminated, the County will pay for Equipment delivered <br />and Services rendered prior to the termination. <br />b. Other Termination. The Provider may terminate this Agreement based upon the County's <br />DocuSign Envelope ID: 68E092A0-C17A-40FF-8789-4B00A27E1859