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disputed by the County, the County may withhold payment of all or a portion of the <br /> amount stated on an invoice until the parties resolve the dispute. Payment for Basic <br /> Services shall become due and payable in direct proportion to satisfactory services <br /> performed and work accomplished. Payments will be made as percentages of the whole <br /> as Project are completed as set out in Section 3(a)(ii). (For example, if there are 10 <br /> Projects Tasks then Provider may invoice for the first 10% of the whole upon County's <br /> acknowledgement of the satisfactory completion of Task one. Upon the County's <br /> acknowledgement that the second Task has been satisfactorily completed Provider may <br /> invoice for the next 10%of the whole.) <br /> b. Additional Services. County shall not be responsible for costs related to any services in <br /> 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 the (Jim Northrup, <br /> Information Technologies Director) to act as the County's representative with respect to <br /> the Project and shall have the authority to render decisions within guidelines established <br /> by the County Manager and/or the County Board of Commissioners and shall be <br /> available during working hours as often as may be reasonably required to render <br /> 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 Owner'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://orangecolMtync.gov/purchasing/contracts.asp). If Owner's Risk Manager <br /> determines additional insurance coverage is required such additional insurance shall <br /> consist of N/A (if no additional insurance required mark N/A as being not applicable). <br /> Provider shall not commence work until such insurance is in effect and certification <br /> thereof has been received by the Owner's Risk Manager. <br /> 8. Indemnity <br /> a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County from <br /> all loss, liability, claims or expense, including attorney's fees, arising out of or related to <br /> the Project and arising from bodily injury including death or property damage 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 of <br /> the County. It is the intent of this provision to require the Provider to indemnify the <br /> County to the fullest extent permitted under North Carolina law. <br /> 9. Amendments to the Agreement <br /> Revised 9/13 4 <br />