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County ' s Risk Manager determines additional insurance coverage is required such <br /> additional insurance shall consist of (if no additional insurance required mark <br /> N/A as being not applicable) . Provider shall not commence work until such insurance is <br /> I <br /> n 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, 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 <br /> extent 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 /> i) In the event of termination , the Provider shall be paid that portion of the fees and <br /> expenses that it has earned to the date of termination, less any costs or expenses <br /> incurred or anticipated to be incurred by the County due to errors or omissions of <br /> the Provider. Upon request of the County, the Provider shall submit to County all <br /> Revised 01 / 24 5 <br />