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Revised 04/23 <br />5 <br />endorsements or policy wording, signed by an authorized agent or representative of the <br />insurance company(ies) evidencing the above required policies and limits are in effect. <br />All policies shall state insurance will be primary and noncontributory with any other <br />applicable insurance or any self-insurance maintained by the County. Provider’s insurers <br />shall, according to each insurance policy’s provisions, provide at least 30 days’ prior <br />written notice of cancellation or non-renewal to the certificate holder on file with <br />insurers. <br />Any deductibles or self-insured retentions shall be shown on the Certificate of Insurance <br />and are the sole responsibility of the Provider. The Parties expressly understand and agree <br />that any insurance coverage and limits furnished by the Provider or any subcontractors <br />will in no way limit their liabilities and responsibilities specified within the Subcontract <br />or Contract or by applicable law. <br />8.Indemnity <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 <br />extent permitted under North Carolina law relating to direct damages arising out of third <br />party claims. <br />9.Amendments to the Agreement <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 />10.Termination <br />a.Termination for Convenience of the County. This Agreement may be terminated without <br />cause by the County and for its convenience upon thirty (30) days’ prior written notice to <br />the Provider. <br />b. Termination for Cause. Either party may terminate this Agreement due to material <br />breach of this Agreement by the other party. The nonbreaching party shall give the <br />breaching party written notice of its intent to terminate this Agreement for cause. The <br />breaching party will have thirty (30) days (or a longer period if the parties mutually <br />agree) from the date of receipt to cure any the default prior to the effective date of <br />termination. Either party may terminate this Agreement upon notice to the other party <br />that obligations pursuant to this Agreement are made impractical due to declarations of <br />emergency by Orange County or by North Carolina due to events directly impacting <br />Orange County. Both parties shall remain responsible for all payment and performance <br />DocuSign Envelope ID: 63E8AFC2-6818-4EB5-A9FB-757FB6CF8B11