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a. Cooperation and Coordination. The County has designated ( ) to act as the <br />County's representative with respect to the Project 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 /> <br />7. Insurance <br /> <br />a. General Requirements. Provider shall obtain, at its sole expense, Commercial <br />General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, <br />and any additional insurance as may be required by County’s Risk Manager as such <br />insurance requirements are described in the Orange County Risk Transfer Policy and <br />Orange County Minimum Insurance Coverage Requirements (each document is <br />incorporated 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 N/A <br />as being not applicable). Provider shall not commence work until such insurance is in <br />effect and 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, <br />without limitation, to defend, indemnify and hold harmless the County from all loss, <br />liability, claims or expense, including attorney's fees, arising out of or related to the <br />Project and arising from property damage or bodily injury including death to any person <br />or persons caused in whole or in part by the negligence or misconduct of the Provider <br />except to the extent same are caused by the negligence or willful misconduct of the <br />County. It is the intent of this provision to require the Provider to indemnify the County <br />to the fullest extent permitted under North Carolina law. <br /> <br />9. Amendments to the Agreement <br /> <br />a. Changes in Basic Services. Changes in the Basic Services and entitlement to <br />additional compensation or a change in duration of this Agreement shall be made by a <br />written Amendment to this Agreement executed by the County and the Provider. The <br />Provider shall proceed to perform the Services required by the Amendment only after <br />receiving a fully executed Amendment from the County. <br /> <br />10. Termination <br /> <br />a. Optional Annual Out by the County. In addition to all other terminations, <br />including breach of terms, this Agreement may be terminated by the County in the event <br />of loss of funding or appropriation, upon written notice to the Provider prior to start of <br />the next annual term. <br /> <br />b. Other Termination. The Provider may terminate this Agreement based upon the <br />County's material breach of this Agreement; provided, the County has not taken all <br />reasonable actions to remedy the breach. The Provider shall give the County seven (7) <br />DocuSign Envelope ID: AF469A1B-3B5E-4682-8248-5645B6A34E7BDocuSign Envelope ID: DC14D055-C40F-49F2-BD98-F6CDF83231D7DocuSign Envelope ID: 06B1D125-C12C-4A65-82D5-195B5A052468