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DocuSign Envelope ID: C5D7A09B -E62C- 4706- B97F- 522235BC2DD9 <br />until the parties resolve the dispute. County shall notify Provider of a dispute of any <br />invoice within ten (10) days of receipt of an invoice. The parties will work in good faith <br />to resolve such dispute. Should Provider fail to perform its duties under the terms of this <br />Agreement, County may, without fault or penalty, withhold any payment associated with <br />the work to be performed until such time as said work is completed. <br />c. 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 (Janet Sparks, CSS <br />Director,) to act as the County's representative with respect to the Project and shall have <br />the authority to render decisions within guidelines established by the County Manager <br />and/or the County Board of Commissioners and shall be available during working hours <br />as often as may be reasonably required to render decisions and to furnish information. <br />b. County shall comply with all applicable laws and regulations governing the <br />confidentiality, retention and disposition of confidential information and related <br />materials. <br />c. If County provides data to Provider in an electronic format, then County shall use <br />commercially reasonable efforts to encrypt all such data which they provide to Provider <br />in an electronic format. <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 Risk. Provider shall not commence work <br />until such insurance is in effect and certification thereof has been received by the <br />County's Risk Manager. <br />8. Indemnity <br />a. Indemnity. The Provider agrees, without limitation, to defend, indemnify and hold <br />harmless the County from all third party loss, liability, claims or expense, including <br />attorney's fees, arising out of or related to Provider's performance the Project and <br />property damage or bodily injury including death to any person or persons all to the <br />extent caused in whole or in part by the negligence or misconduct of the Provider, except <br />to the extent that same are caused by the negligence or willful misconduct of the County. <br />Revised 10/17 <br />4 <br />