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thirty (30) days of Provider properly invoicing County. Payment shall be subject to <br /> provisions of Section 5(b). <br /> b. Disputes. In the event the amount stated on an invoice is disputed by the County, the <br /> County may withhold payment of all or a portion of the amount stated on an invoice <br /> until the parties resolve the dispute. Should Provider fail to perform its duties under <br /> the terms of this Agreement, County may, without fault or penalty, withhold any <br /> payment associated with the work to be performed until such time as said work is <br /> completed. <br /> c. Additional Services. County shall not be responsible for costs related to any services <br /> in addition to the Basic Services performed by Provider unless County requests such <br /> additional services in writing and such additional services are evidenced by a written <br /> amendment to this Agreement. <br /> 6. Responsibilities of the County <br /> a.Cooperation and Coordination. The County has designated (Health Director) to act as the <br /> County's representative with respect to the Project and shall have the authority to <br /> render decisions within guidelines established by the County Manager and/or the <br /> County Board of Commissioners and shall be available during working hours as often <br /> as may be reasonably required to render decisions and to furnish information. <br /> 7. Insurance <br /> a. General Requirements. The Provider will be responsible for the negligence of its <br /> employee and agents working under this Agreement to this extent of the North Carolina <br /> Tort Claims Act. <br /> 8. Indemnity <br /> a. Indemnity. The Provider will be responsible for the negligence of its employees and <br /> agents to the extent of the North Carolina Tort Claims Act. It is the intent of this <br /> provision to require the Provider to indemnify the County to the fullest extent permitted <br /> under North 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 <br /> Provider shall proceed to perform the Services required by the Amendment only after <br /> receiving a 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 <br /> to the Provider. <br /> Revised July 2010 <br /> 4 <br />