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DocuSign Envelope ID:491C69DD-387B-4A30-98D9-290E2C7FOECD <br /> County Minimum Insurance Coverage Requirements (each document is incorporated <br /> herein by reference and may be viewed at <br /> http://www.orangecountVnc.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 /> 8. Indemnity <br /> a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without <br /> limitation, to defend (except as to liability or claims for damages or expenses, including <br /> attorneys' fees, proximately caused or allegedly caused by the professional negligence in <br /> whole or in part, whether brought in tort or contract, for which no duty to defend shall be <br /> required), indemnify and hold harmless the County from all loss, liability, claims or <br /> expense, including attorney's fees, arising out of or related to the Project and arising <br /> from property damage or bodily injury including death to any person or persons caused <br /> in whole or in part by the negligence or misconduct of the Provider except to the extent <br /> same are caused by the negligence or willful misconduct of the County. It is the intent <br /> of this provision to require the Provider to indemnify the County to the fullest extent <br /> permitted under North Carolina law. <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 seven (7) days prior written notice to <br /> the Provider. <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 /> written notice of its intent to terminate this Agreement for cause. Either party may <br /> terminate this Agreement upon notice to the other party that obligations pursuant to this <br /> Agreement are made impractical due to declarations of emergency by Orange County or <br /> by North Carolina due to events directly impacting Orange County. Both parties shall <br /> remain responsible for all payment and performance due up to the receipt of such notice, <br /> but shall have no further obligation or responsibility beyond that date provided the <br /> terminating party has taken all reasonable steps to complete the performance of its <br /> obligations. <br /> c. Compensation After Termination. <br /> Revised 04/23 TandH v1 5 <br />