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Revised 04/23 <br />4 <br />a. Cooperation and Coordination. The County has designated (Orange County Health <br />Director, Quintana Stewart) to act as the County's representative with respect to the <br />Project who shall have the authority to render decisions within guidelines established by <br />the County Manager or the County Board of Commissioners and who shall be available <br />during working hours as often as may be reasonably required to render decisions and to <br />furnish information. <br /> <br />7. Insurance <br /> <br />a. General Requirements. Provider, an agency of the State of North Carolina, is responsible <br />for its and its employees’ negligence as provided under North Carolina law. The <br />Provider is a self-insured entity and carries insurance limits as required by the state of <br />North Carolina. The Provider will be responsible for its own negligence in accordance <br />with the North Carolina Tort Claims Act. A copy of Provider's Certificate of Insurance <br />will be provided to County upon request. <br /> <br />8. Indemnity <br /> <br />a. Indemnity. The Provider agrees to defend, indemnify, and hold harmless Orange County <br />from all losses, liabilities, claims, demands, suits, costs, damages or expenses, to the <br />extent provided by the North Carolina Torts Claims Act, arising from bodily injury, <br />including death, to any person or persons or damage to or destruction of any property <br />caused in whole or in part by any negligent act or omission on the part of the Provider, <br />its agents, or assigns directly or indirectly related to the Services to be performed <br />pursuant to this Agreement on the part of the Provider. <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 for Convenience of the County. This Agreement may be terminated without <br />cause by the County and the Provider for its convenience upon thirty (30) days’ prior <br />written notice. <br /> <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 />DocuSign Envelope ID: 2F87EF3C-2AE9-4196-8878-5203DF2E34DADocuSign Envelope ID: 4623A3A4-B651-4253-B823-7F4B270A7270