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DocuSign Envelope ID:F764D4D3-E877-4339-837D-4CEFB6E9CODD <br /> 5.4. Any additional charges not specified herein must not exceed total compensation <br /> and must be mutually agreed upon by both Parties in advance and documented in writing with a <br /> letter signed by authorized representatives for each Party. <br /> ARTICLE 6 RESPONSIBILITIES OF THE COUNTY <br /> 6.1 Cooperation and Coordination <br /> 6.1.1 The County has designated Annette Moore to act as the County's representative <br /> with respect to the Project and shall have the authority to render decisions within guidelines <br /> established by the County Manager and the County Board of Commissioners and shall be <br /> available during working hours as often as may be reasonably required to render decisions and to <br /> furnish information. <br /> 6.1.2 The County shall be solely responsible for determining whether Consultant as <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 a Task by 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 and Orange <br /> County Minimum Insurance Coverage Requirements (each document is incorporated herein by <br /> reference and may be viewed at <br /> http://www.orangecountync.gov/departments/purchasing division/contracts.php). If Owner's <br /> Risk Manager determines additional insurance coverage is required such additional insurance <br /> shall be designated here (if no additional insurance required mark N/A as being not <br /> applicable). Consultant shall not commence work until such insurance is in effect and <br /> certification thereof has been received by the Owner's Risk Manager. <br /> 7.2 Indemnity <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 property damage or bodily injury including death 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 /> ARTICLE 8 AMENDMENTS TO THE AGREEMENT <br /> Revised 2/17 <br /> 4 <br />