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Revised 01/24 <br />4 <br />a.Cooperation and Coordination. The County has designated (Alan Dorman) to act as the <br />County's representative with respect to the Project who shall have the authority to render <br />decisions within guidelines established by the County Manager or the County Board of <br />Commissioners and who shall be available during working hours as often as may be <br />reasonably required to render decisions and to furnish information. <br />7.Insurance <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 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 NA (if no additional insurance required mark N/A as <br />being not applicable). Provider shall not commence work until such insurance is in effect <br />and certification thereof has been received by the County's Risk Manager. <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 reasonable attorney's fees, arising out of or related to the <br />Project and arising from property damage or bodily injury including death to any <br />person or persons caused in whole or in part by the negligence or misconduct of the <br />Provider except to the extent same are caused by the negligence or willful misconduct <br />of the County. This indemnification obligation shall not apply to claims arising out of <br />the professional services by the Provider, which claims shall be governed solely by <br />applicable professional liability standards. It is the intent of this provision to require <br />the Provider to indemnify the County to the fullest extent permitted under North <br />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 />Docusign Envelope ID: 48513E52-49F8-4485-A0EA-CA6398A3A6E9