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DocuSign Envelope ID:C261B299-2298-4C63-8BAO-B0834B88D1CC <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 N/A (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, without limitation, to indemnify and hold harmless the <br /> County from all loss, liability, claims or expense, including attorney's fees, arising out of or <br /> related to the Project and arising from property damage or bodily injury including death to any <br /> person or persons caused in whole or in part by the negligence or misconduct of the Consultant <br /> except to the extent same are caused by the negligence or willful misconduct of the County. It is <br /> the intent of this provision to require the Consultant to indemnify the County to the fullest extent <br /> permitted under North Carolina law. <br /> ARTICLE 8 AMENDMENTS TO THE AGREEMENT <br /> 8.1 Changes in Basic Services <br /> 8.1.1 Changes in the Basic Services and entitlement to additional compensation or a <br /> change in duration of this Agreement shall be made by a written Amendment to this Agreement <br /> executed by the County and the Consultant. The Consultant shall proceed to perform the <br /> Services required by the Amendment only after receiving a fully executed Amendment from the <br /> County. <br /> ARTICLE 9 TERMINATION <br /> 9.1 Termination for Convenience of the County <br /> 9.1.1 This Agreement may be terminated without cause by the County and for its <br /> convenience upon seven (7) days prior written notice to the Consultant. <br /> Revised 10/17 <br /> 4 <br />