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DocuSign Envelope ID:95F765C9-AE95-41C0-9136-42808BDB92C8 <br /> Commissioners and shall be available during working hours as often as may be reasonably <br /> required to render decisions and to furnish information. <br /> 6.1.2 The County shall be solely responsible for determining whether Consultant has <br /> satisfactorily completed tasks. It is agreed that County shall not unreasonably withhold its <br /> determination of satisfactory completion of any task. In the event the amount of an invoice is <br /> disputed County may withhold payment until the dispute is resolved by the parties. County may <br /> also withhold payment on an invoice until the satisfactory completion of designated tasks by <br /> Consultant. <br /> ARTICLE 7 INSURANCE AND INDEMNITY <br /> 7.1 General Requirements <br /> 7.1.1 Consultant shall obtain, at its sole expense, Commercial General Liability <br /> Insurance, Automobile Insurance, Workers' Compensation Insurance, Professional Liability <br /> Insurance, and any additional insurance as may be required by Owner's Risk Manager as such <br /> insurance requirements are described in the Orange County Risk Transfer Policy (Policy) and <br /> Orange County Minimum Insurance Coverage Requirements (Requirements) (each document is <br /> incorporated herein by reference and may be viewed at <br /> httD:Horan eg countvnc.gov/Durchasin�a,/contracts.asp). If Owner's Risk Manager determines <br /> additional insurance coverage is required such additional insurance requirements shall control in <br /> any direct conflict with the terms of the Policy and Requirements and shall be designated here: <br /> Commercial General Liability with minimum limits of $1Million/$2 Million, Automobile <br /> Liability with minimum limits of $1Million/$2 Million, Workers' Compensation Insurance with <br /> statutory limits, EPL with minimum limits of $1 Million/$1 Million/$1 Million, Professional <br /> Liability with minimum limits of $5 Million, Umbrella Liability with minimum limits of $4 <br /> Million, First and Third Party Cyber Liability with minimum limits of$5 Million. Cancelled or <br /> non-renewed policies will be replaced with no coverage gM and current Certificate of Insurance <br /> provided, other notice shall not be required for material changes in aggregate limits. County <br /> shall be named as additional insured on Commercial Liability Insurance Policy only. All terms <br /> referenced in this paragraph are understood to have the same meaning as those terms are <br /> generally understood in the insurance industry_ <br /> 7.2 Indemnity and Limitation <br /> 7.2.1 The Consultant agrees to indemnify and hold harmless the County from all loss, <br /> liability, claims or expense, including attorney's fees, arising out of or related to the Project and <br /> arising from bodily injury including death or property damage to any person or persons caused in <br /> whole or in part by the negligence or misconduct of the Consultant except to the extent same are <br /> caused by the negligence or willful misconduct of the County. It is the intent of this provision to <br /> require the Consultant to indemnify the County to the fullest extent permitted under North <br /> Carolina law. <br /> 7.2.2 Notwithstanding any other term or provision of this Agreement, each party shall <br /> only be liable for actual damages incurred by the other party, and shall not be liable for any <br /> indirect, consequential or punitive damages. Furthermore, the aggregate liability under this <br /> Agreement, if any, of either party to the other for claimed losses or damages shall not exceed <br /> $20,000,000. This provision applies to the fullest extent permitted by applicable law. <br /> Revised 10/14 <br /> 4 <br />