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Revised 06/21 <br />EDITED BY <br />VENDOR <br />4 <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. During the term of this Agreement, CentralSquare shall maintain <br />insurance coverage covering its operations in accordance with Exhibit 4 (Insurance <br />Requirements) set forth in Attachment A. CentralSquare shall include County as an <br />additional insured on the applicable insurance policies provided in (Insurance <br />Requirements) set forth in Attachment A. CentralSquare shall provide proof of current <br />coverage during the term of this Agreement. <br />b. <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 />caused in whole or in part by the negligence or misconduct of the Provider except to the <br />extent same are caused by the negligence or willful misconduct of the County. It is the <br />intent of this provision to require the Provider to indemnify the County to the fullest extent <br />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 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 shall be in accordance with Section 16 (Termination) and Section 17 (Effect of <br />Termination) set forth in Attachment A. Waiver. The payment of any sums by the <br />County under this Agreement or the failure of the County to require compliance by the <br />Provider with any provisions of this Agreement or the waiver by the County of any breach <br />of this Agreement shall not constitute a waiver of any claim for damages by the County <br />for any breach of this Agreement or a waiver of any other required compliance with this <br />Agreement. <br />b. Suspension. County may suspend the Basic Services and this Agreement at any time for <br />County’s convenience and without penalty to County upon three (3) days’ notice to <br />Provider. Upon any suspension by County, Provider shall discontinue work on the Basic <br />Services and shall not resume the Basic Services until notified to proceed by County. <br />11. Additional Provisions <br /> <br />a. Limitation and Assignment. The County and the Provider each bind themselves, their <br />successors, assigns and legal representatives to the terms of this Agreement. Neither the <br />County nor the Provider shall assign or transfer its interest in this Agreement without the <br />DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667