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Revised 04/23 TandH v1 5 <br />County Minimum Insurance Coverage Requirements (each document is incorporated <br />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 />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 />DocuSign Envelope ID: 491C69DD-387B-4A30-98D9-290E2C7F0ECD