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Revised 06/21 <br />4 <br />during working hours as often as may be reasonably required to render decisions and to <br />furnish information. <br /> <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 Cyber liability insurance with minimum coverages <br />set at $1,000,000/$2,000,000 (if no additional insurance required mark N/A as being not <br />applicable). Provider shall not commence work until such insurance is in effect and <br />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 />in each instance caused in whole or in part by the gross negligence or willful misconduct <br />of the Provider except to the extent same are caused by the gross negligence or willful <br />misconduct of the County. It is the intent of this provision to require the Provider to <br />indemnify the County to the fullest extent permitted under North Carolina law. For the <br />avoidance of doubt, nothing in this clause 8(a) shall supersede or invalidate the <br />provisions of Section 10 from the Basic Service Terms & Conditions included in Exhibit <br />A. <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 of the County. This Agreement may be terminated by the County based on <br />Provider’s material breach upon seven (7) days’ prior written notice to the Provider; <br />provided, Provider has not taken all reasonable actions to remedy the breach. <br /> <br />b. Other Termination. The Provider may terminate this Agreement based upon the County's <br />material breach of this Agreement; provided, the County has not taken all reasonable <br />actions to remedy the breach. The Provider shall give the County seven (7) days' prior <br />DocuSign Envelope ID: 1BC75E24-62F1-42DA-9753-FA7D8008647F