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6 <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 /> 7. Insurance <br /> a. General Requirements. During the course of performing services under this Agreement,we <br /> agree to maintain the following levels of insurance: (i) Commercial General Liability of at least <br /> $1,000,000 per occurrence and $2,000,000 aggregate; (ii)Automobile Liability of$1,000,000 <br /> combined single limit; (iii) Professional Liability(inclusive of cyber protection)of$1,000,000 per <br /> claim and in the aggregate; (iv)Workers Compensation complying with applicable statutory <br /> requirements; and (v) Excess/Umbrella Liability of$5,000,000. We will add you as an additional <br /> insured to our Commercial General Liability and Automobile Liability policies,which will <br /> automatically add you as an additional insured to our Excess/Umbrella Liability policy as well. <br /> We will provide you with copies of certificates of insurance upon your written request. <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 thirty(30) 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 thirty(30) days'prior <br /> written notice of its intent to terminate this Agreement for cause. Subject to Section <br /> G(2.3) of Attachment 1, either party may terminate this Agreement upon notice to the <br /> other party that obligations pursuant to this Agreement are made impractical due to <br /> declarations of emergency by Orange County or by North Carolina due to events directly <br /> impacting Orange County. 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 /> Revised 01/24 VENDOR EDITS v4 <br /> 4 <br />