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Revised 01/24 vendor req edits TM per RR <br />4 <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 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. Provider shall defend, indemnify and hold County harmless against any loss, <br />liability, damage or cost (including reasonable attorneys’ fees) incurred by County as a <br />result of any claims, actions, demands, suits, or proceedings (“Claims”) made or brought <br />against County by a third party alleging that County’s use of the Materials or the <br />Provider Services as contemplated in this Agreement infringes the intellectual property <br />rights of such third party. Notwithstanding the foregoing, Provider shall not be required <br />to indemnify County in the event of: (i) modification of the Materials by anyone other <br />than Provider; (ii) combination of the Materials or Provider Services with any materials <br />or technology not provided by Provider; or (iii) use of the Materials or Provider Services <br />in a manner inconsistent with this Agreement or any written documentation or <br />instructions provided to County for the Materials or Provider Services. <br /> <br />b. County’s Indemnity. County shall defend, indemnify and hold Provider harmless against <br />any loss, liability, damage or cost (including reasonable attorneys’ fees) incurred by <br />Provider as a result of any Claims made or brought against Provider by a third party <br />arising out of County’s breach of its obligations under Section 2.2. <br /> <br />c. Indemnity Procedure. Each party will notify the other party of any Claim for which such <br />party seeks indemnification or defense under this Agreement (provided that any delay in <br />providing such notice will not relieve the indemnifying party of its indemnification or <br />defense obligations to the extent the indemnifying party is not materially prejudiced <br />thereby) and give the indemnifying party authority, reasonable information, and <br />assistance (at the indemnifying party’s expense) for the defense of such claim or action. <br />The indemnifying party will not, without the indemnified party’s prior written consent, <br />enter into any settlement agreement in connection with a Claim that: (a) admits guilt, <br />fraud, liability, or wrongdoing of the indemnified party; (b) requires the indemnified <br />party to commit to action or to refrain from action; or (c) provides for any damages other <br />than money damages for which the indemnified party is indemnified. The indemnified <br />party reserves the right to participate in the defense of any indemnified claim at such <br />indemnified party’s cost. <br />Docusign Envelope ID: 28BDDB23-B6EB-4337-BF90-7C8F2E1CF625