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DocuSign Envelope ID: D1041CA6-DBD4-42BE-8B32-7C592BF2BA15 <br /> a. Compensation for Basic Services. Compensation for Basic Services shall include all <br /> compensation due the Provider from the County for all services under this Agreement. <br /> The maximum amount payable for Basic Services is One Hundred Thirty Seven <br /> Thousand Six hundred and twenty two Dollars ($137,622). In the event the amount <br /> stated on an invoice is disputed by the County, the County may withhold payment of all <br /> or a portion of the amount stated on an invoice until the parties resolve the dispute. <br /> Payment for Basic Services shall become due and payable in direct proportion to <br /> satisfactory services performed and work accomplished. Payments will be made as <br /> percentages of the whole as Project milestones as set out in Section 3(a)(ii) are achieved. <br /> (For example, if there are 10 Project Tasks with Milestone Dates then Provider may <br /> invoice for the first 10% of the whole upon County's acknowledgement of the <br /> satisfactory completion of Task one. Upon the County's acknowledgement that the <br /> second Task has been satisfactorily completed Provider may invoice for the next 10% of <br /> 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 (Jim Northrup) to act as the <br /> County's representative with respect to the Project and shall have the authority to render <br /> decisions within guidelines established by the County Manager and/or the County Board <br /> of Commissioners and shall be available during working hours as often as may be <br /> reasonably required to render 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 County'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://www.orangecountync.gov/departments/purchasing division/contracts.php. If <br /> County's Risk Manager determines additional insurance coverage is required such <br /> additional insurance shall consist of Cyber Liability(if no additional insurance required <br /> mark N/A as being not applicable). Provider shall not commence work until such <br /> insurance is in effect and certification thereof has been received by the County's Risk <br /> Manager. <br /> 8. Indemnity <br /> a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County <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 Provider except to the extent same are caused by the negligence or willful <br /> Revised 6/16 4 <br />