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5 Revised 01/24 <br />a. General Requirements. Provider shall obtain, at its sole expense, Commercial General <br />Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any <br />additional insurance as may be required by County’s Risk Manager as such insurance <br />requirements are described in the Orange County Risk Transfer Policy and Orange <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 /> <br />8. Indemnity <br /> <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 extent <br />permitted under North Carolina law. <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 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 />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 />Docusign Envelope ID: AD8B6265-05E0-485E-B34C-07276CB77A52