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Revised 04/23 <br />4 <br />a. Cooperation and Coordination. The County has designated (Latitia Chavious) to act as <br />the County's representative with respect to the Project who shall have the authority to <br />render decisions within guidelines established by the County Manager or the County <br />Board of Commissioners and who shall be available during working hours as often as <br />may be reasonably required to render decisions and to furnish information. <br /> <br />7. Insurance <br /> <br />a. General Requirements. Provider acknowledges that it is covered for liability by a self- <br />funded program and at the request of County will provide a self-insured letter from its <br />Risk Management Department. Provider shall not commence work until Provider’s <br />self-insured letter has been received by the County’s Risk Manager. <br /> <br />8. Indemnity <br /> <br />a. Indemnity. Neither Party agrees to indemnify or hold harmless the other Party. <br />However, to the extent permitted by law, each Party agrees to be responsible for its own <br />acts or omissions and any and all claims, liabilities, injuries, suits, and demands and <br />expenses of all kinds which may result from or arise out of any alleged malfeasance or <br />neglect caused or alleged to have been caused by that Party, its employees, <br />subcontractors, or representatives, in the performance or omission of any act of <br />responsibility of that party under this Agreement. In the event that a claim is made <br />against both Parties, it is the intent of both Parties to cooperate in the defense of said <br />claim. However, either Party shall have the right to take any and all actions they believe <br />necessary to protect their interest arising out of the performance or nonperformance of <br />this Agreement. This provision shall survive the termination of this Agreement. <br />Notwithstanding the above, neither Party waives its governmental immunity, or any <br />other immunity granted by law and all Parties reserve the same unto themselves. <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 for its convenience upon seven (7) days’ prior written notice to <br />the Provider. <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 />Docusign Envelope ID: 98199A9E-7E25-4A7C-B373-3E134CE584B0