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DocuSign Envelope ID: FE562994- 247A- 4BEF- A63A- 074755E44AEB <br />Project milestones as set out in Section 3.1.2 are achieved. (For example, if there are 10 Project <br />Tasks with Milestone Dates then Consultant may invoice for the first 10% of the whole upon <br />County's acknowledgement of the satisfactory completion of Task one. Upon the County's <br />acknowledgement that the second Task has been satisfactorily completed {Consultant may invoice <br />f ©r the next 10% of the whole.) <br />ARTICLE 6 RESPONSIBILITIES OF THE COUNTY <br />6.1 Cooperation and Coordination <br />6.1.1 The County has designated Torn Davis to act as the County's representative with <br />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 associated with Milestone Dates. Upon County's written <br />determination to Consultant that a Task has been satisfactorily completed by its accompanying <br />Milestone Date Consultant may submit an invoice for payment. It is agreed that County shall not <br />unreasonably withhold its determination of satisfactory completion of any Task. In the event the <br />amount of an invoice is disputed County may withhold payment until the dispute is resolved by <br />the parties. County may also withhold payment on_ an invoice until the satisfactory completion of <br />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 County'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: Ilwww. oranctecountyne .gov /departmentslpurchasing division /contracts.php). If County's <br />Risk Manager determines additional insurance coverage is required such additional insurance <br />shall be designated here NIA (if no additional insurance required mark NIA 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 County'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 />Revised 10/17 <br />4 <br />