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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 . phI3 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. IndeffinitV. 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 /> Revised 01 / 24 <br /> 4 <br />