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5 Revised 01/24 <br />7. Insurance <br /> <br />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 and/or Town’s Risk Manager as such <br />insurance requirements are described in the Orange County Risk Transfer Policy and <br />Orange County Minimum Insurance Coverage Requirements (each document is <br />incorporated herein by reference and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) If <br />County’s and/or Town’s Risk Manager determines additional insurance coverage is <br />required such additional insurance shall consist of N/A (if no additional insurance <br />required mark N/A as being not applicable). Provider shall not commence work until such <br />insurance is in effect and certification thereof has been received by the County's and the Town’s <br />Risk Manager. <br /> <br />b. Both the County and the Town shall be named as an additional insured under the Provider’s <br />Commercial General Liability and Business Automobile policies. <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 and the Town from all loss, <br />liability, claims or expense, including attorney's fees, arising out of or related to the Project <br />and arising from property damage or bodily injury including death to any person or <br />persons caused in whole or in part by the negligence or misconduct of the Provider except <br />to the extent same are caused by the negligence or willful misconduct of the County or <br />Town. It is the intent of this provision to require the Provider to indemnify the County and <br />Town to the fullest 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 and Town. <br /> <br />10. Termination <br /> <br />a. Termination for Convenience of the County and Town. This Agreement may be <br />terminated without cause by the County and/or Town and for its convenience upon seven <br />(7) days prior written notice to the Provider. <br /> <br />b. Other Termination. The Provider may terminate this Agreement based upon the County's <br />or Town’s material breach of this Agreement; provided, the County and Town have not <br />taken all reasonable actions to remedy the breach. The Provider shall give the County and <br />Town seven (7) days' prior written notice of its intent to terminate this Agreement for <br />cause. Either party may terminate this Agreement upon notice to the other party that <br />obligations pursuant to this Agreement are made impractical due to declarations of <br />Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77