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b. Disputes. In the event the amount stated on an invoice is disputed by the Housing <br />Complex, the Housing Complex may withhold payment of all or a portion of the amount <br />stated on an invoice until the parties resolve the dispute. Should County fail to perform its <br />duties under the terms of this Agreement, Housing Complex may, without fault or <br />penalty, withhold any payment associated with the work to be performed until such time <br />as said work is completed. <br />Additional Services. Housing Complex shall not be responsible for costs related to any <br />services in addition to the Basic Services performed by Department unless Housing <br />Complex requests such additional services in writing and such additional services are <br />evidenced by a written amendment to this Agreement. <br />6. Responsibilities of the Housing Complex <br />a. Cooperation and Coordination. The Housing Complex has designated, the Director of <br />Aging or their designee, to act as the Housing Complex's representative with respect to <br />the Project and shall have the authority to render decisions within guidelines established <br />by the Housing Complex and/or the Housing Complex Board of Directors and shall be <br />available during working hours as often as may be reasonably required to render <br />decisions and to furnish information. <br />b. The Housing Complex shall provide a private office, including a desk, appropriate desk <br />chair, a visitor chair, a telephone with an answering machine, a locking file cabinet, and <br />general office supplies. <br />c. The Housing Complex shall provide convenient access to a computer, copier, and fax <br />machine. <br />7. Indemnity <br />a. Indemnity. The Parties agrees to defend, indemnify and hold harmless the other Party <br />from all loss, liability, claims or expense, including attorney's fees, arising out of or <br />related to the Project and arising from bodily injury including death or property damage <br />to any person or persons caused in whole or in part by the negligence or misconduct of <br />the other party except to the extent same are caused by the negligence or willful <br />misconduct of the other party. It is the intent of this provision to require the Parties to <br />indemnify each other to the fullest extent permitted under North Carolina law. <br />8. 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 Housing Complex and the Department. <br />The Department shall proceed to perform the Services required by the Amendment only <br />after receiving a fully executed Amendment from the Housing Complex. <br />9. Termination <br />Revised July 2010 <br />4 <br />