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Transfer Policy and Orange County Minimum Insurance Coverage Requirements <br />(each document is incorporated herein by reference and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php). <br />Provider shall not commence work until such insurance is in effect and certification <br />thereof has been received by the Sheriff. <br />8. Indemnity <br />a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, <br />without limitation, to defend, indemnify, and hold harmless the Sheriff from all <br />losses, liabilities, claims, demands, suits, costs, damages or expenses (including <br />reasonable attorney’s fees) arising from bodily injury, including death, to any person <br />or persons or damage to or destruction of any property caused in whole or in part by <br />any negligent or misconduct of the Provider except to the extent same are caused by <br />the negligence or willful misconduct of the Sheriff. It is the intent of this provision <br />to require the Provider to indemnify the Sheriff to the fullest extent permitted under <br />North Carolina law. <br />9. Amendments to the Agreement <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 <br />a written Amendment to this Agreement executed by the Sheriff and the Provider. <br />The Provider shall proceed to perform the Services required by the Amendment only <br />after receiving a fully executed Amendment from the Sheriff. <br />10. Termination <br />a. Termination for Convenience of the Sheriff. This Agreement may be terminated <br />without cause by the Sheriff and for his convenience upon seven (7) days’ prior <br />written notice to the Provider. <br />b. Other Termination. The Provider may terminate this Agreement based upon the <br />Sheriff’s material breach of this Agreement; provided, the Sheriff has not taken all <br />reasonable actions to remedy the breach. The Provider shall give the Sheriff seven <br />(7) days’ prior written notice to terminate this Agreement for cause. Either party <br />may terminate this Agreement upon notice to the other party that obligations <br />pursuant to this Agreement are made impractical due to declarations of emergency <br />by Orange County or by North Carolina due to events directly impacting Orange <br />County. Both parties shall remain responsible for all payment and performance due <br />up to the receipt of such notice, but shall have no further obligation or responsibility <br />beyond that date provided the terminating party has taken all reasonable steps to <br />complete the performance of its obligations. <br />c. Compensation After Termination. <br />i. In the event of termination, the Provider shall be paid that portion of the <br />fees and expenses that it has earned to the date of termination, less any costs <br />or expenses incurred or anticipated to be incurred by the Sheriff due to <br />errors or omissions of the Provider. Upon request of the Sheriff, the <br />Provider shall submit to the Sheriff all relevant documentation, including but <br />not limited to, job cost records, to support its claims for final compensation. <br />DocuSign Envelope ID: D0B579D6-A92D-42F0-A266-44F353F9A34E