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Revised 06/21 <br />4 <br />UNC SOM # 23-0415 <br />representative with respect to the Agreement who shall have the authority to render <br />decisions within guidelines established by the County Manager or the County Board of <br />Commissioners and who shall be available during working hours as often as may be <br />reasonably required to render decisions and to furnish information. <br />b.Email and Databases. County shall provide Provider and its staff with secure emails and <br />access to County databases, as necessary, for the deliverables and to access materials <br />necessary to provide the deliverables. Security of any such emails, databases and technical <br />platforms (“mediums”) required to access and prepare deliverables are the responsibility <br />of the County and the mediums shall be kept secure in accordance with industry best <br />practices and applicable laws and regulations. <br />c.Technical Support, Maintenance and Security of County Mailbox. The County retains full <br />ownership of and shall be responsible for the availability, connectivity, maintenance, <br />security, and other technical services in support of the ochpc@orangecountync.gov <br />mailbox, its services, network, supporting databases and underlying technical platforms. <br />The County shall provide support for any issues related to this County mailbox and this <br />email system that may arise during the term of this agreement. <br />6.Insurance <br />General Requirements. The nature and extent of Provider’s insurance coverage is described <br />on the Certificate of Coverage from the North Carolina Department of Insurance, Risk <br />Management Division which shall be provided upon request. <br />7.Indemnity <br />a.To the extent authorized by North Carolina law and in accordance with the North Carolina <br />Tort Claims Act, the Provider agrees, without waiver of sovereign immunity, to defend, <br />indemnify and hold harmless the County from all loss, liability, claims or expense, <br />including attorney's fees, arising out of or related to the Services and arising from property <br />damage or bodily injury including death to any person or persons caused in whole or in <br />part by the negligence or misconduct of the Provider. It is the intent of this provision to <br />require the Provider to indemnify the County to the fullest extent permitted under North <br />Carolina law. <br />b.To the extent authorized by North Carolina law and in accordance with the North Carolina <br />Tort Claims Act, the County agrees to defend, indemnify and hold harmless the Provider <br />from all loss, liability, claims or expense, including attorney's fees, arising out of or related <br />to the 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 />County. It is the intent of this provision to require the County to indemnify the Provider <br />to the fullest extent permitted under North Carolina law. <br />8.Termination <br />a.Termination for Convenience. This Agreement may be terminated without cause by either <br />Party and for the terminating Party’s convenience upon fourteen (14) days’ prior written <br />notice to the other Party. County shall be responsible for all costs incurred prior to, and as <br />a result of an early termination, by Provider. <br />DocuSign Envelope ID: 88852B00-B515-4980-A36D-406A7801F515DocuSign Envelope ID: 1889ADEA-7037-4855-814E-91B512DA2CFDDocuSign Envelope ID: 884848F6-7BD4-4D7E-9B7A-D9CB1DE8E8FCDocuSign Envelope ID: CF924F0C-C693-4F6F-A564-DD6C6E4CD85EDocuSign Envelope ID: B09284BC-972C-47FA-972C-5C2D2C307F99DocuSign Envelope ID: 1F962B08-24E5-42FB-BFF4-DCDA05446D4A