0415_commissioners_agenda_full_2024

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occurrence/$2,000,000 aggregate D The County reserves the right to require other coverages and higher limits if warranted by the nature of this Agreement and the type of Services to be provided. Provider shall provide the County with a Certificate of Insurance for review prior to the execution of this Agreement. Provider shall provide to the County immediate written notice of cancellation, reduction, or other modification of coverage of insurance. Upon failure of the Provider to provide such notice, Provider assumes sole responsibility for all losses incurred by the County for which insurance would have provided coverage. The insurance certificate shall be for the initial Agreement period and shall be renewed by the Provider for each subsequent extension period of the Agreement. The County shall be named as an additional insured and it is required that coverage be placed with an "A" rated insurance company acceptable to the County. In the event that Provider fails at any time to maintain and keep in force the required insurance, the County has the right to cancel and terminate the Agreement without notice. Provider's insurance shall be considered primary and noncontributory. 4. Default. If the Provider fails to perform the Services in accordance with the provisions of this Agreement, including Exhibit A, or violate any of the provisions of the franchise ordinance or Article 82 of the Code of Ordinances, the County may, in its discretion, terminate this Agreement or perform or cause to be performed some or all of the Services, and doing so shall not waive any of the County's rights and remedies. The County will comply with the provisions of Section 82-57 of its Code of Ordinances prior to any termination. The Provider shall reimburse the County for all costs incurred by the County in exercising its right to terminate or to perform or cause to be performed some or all of the Services pursuant to this Agreement. 5. Notice. All notices and other communications required or permitted by this Agreement shall be in writing and shall be given either by personal delivery, D approved carrier, fax, or certified United States mail, return receipt requested, addressed as follows: if to the County, to its Contract Administrator; if to Provider to its billing address or main office address. 6. Indemnification. To the maximum extent allowed by law, the Provider shall defend, indemnify, and save harmless the County and its agents, officers, and employees, from and against all claims of any kind that arise in any manner from, in connection with, or out of this Agreement as a result of the acts or omissions of the Provider or its subcontractors or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except for damage or injury caused solely by the negligence of the County or its agents, officers or employees. In performing its duties under this section, the Provider shall at its sole expense defend the County and its agents, officers and employees nNrith legal counsel reasonably acceptable to County. This provision shall remain in force despite termination of this Agreement (whether by expiration of the term or otherwise) or termination of the Services of the Agreement. 7. Miscellaneous. (a) Choice of Law or Forum. This Agreement shall be deemed made in Cabamis County, North Carolina. This Agreement shall be governed by and construed in accordance with the laws of North Carolina. The exclusive forum and venue for all actions arising out of this Agreement shall be the appropriate division of the North Carolina General Court of Justice in Cabarras County. Such actions shall neither be commenced in nor removed to federal court. (b) Waiver. No action or failure to act by the County shall constitute a waiver of any of its rights or remedies that arise out of this Agreement, nor shall such action or failure to act constitute approval of or acquiescence in a breach of this Agreement, except as may be specifically agreed in writing. Page102