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Revised 01/24 VENDOR EDITS v4 <br />4 <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 /> <br />7. Insurance <br /> <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 /> <br />8. Indemnity <br /> <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 /> <br />9. Amendments to the Agreement <br /> <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 /> <br />10. Termination <br /> <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 /> <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 />Docusign Envelope ID: 6FC12B63-3E9A-4FBB-9F3D-622DAFB48167