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7 <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 /> 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 extent <br /> 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. This Agreement may be terminated without cause by either <br /> party and for such parry's convenience upon ninety (90) days prior written notice to the <br /> other. (Rev. 5-6-25) <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 parry 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. Except for the <br /> obligation to make payments hereunder, neither party shall be in default for its failure to <br /> perform or delay in performance caused by events or significant threats of events beyond <br /> its reasonable control, whether or not foreseeable, including but not limited to, strikes, <br /> labor trouble, riots, imposition of laws or governmental orders, fires, acts of war or <br /> terrorism, acts of God, and the inability to obtain equipment, and the affected party shall <br /> be excused from performance during the occurrence of such events. Both parties shall <br /> remain responsible for all payments 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. (Rev. 5-6-25) <br /> Revised 01/24 5 <br />