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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 /> 8 . Indemnity <br /> a. Indemnitv. 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. This Agreement may be terminated without cause by <br /> either Provider or County and for their convenience upon thirty (30) days ' prior written <br /> notice to the other party. Both parties shall remain responsible for all payment and <br /> performance due up to the receipt of such notice, but shall have no further obligation or <br /> responsibility beyond that date provided the terminating party has taken all reasonable <br /> steps to complete the performance of its obligations . <br /> b . 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 /> relevant documentation, including but not limited to, job cost records, to support <br /> its claims for final compensation. <br /> Revised 01 / 24 <br /> 4 <br />