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payment of all or a portion of the amount stated on an invoice until the parties resolve <br />the dispute. Payment for Basic Services shall become due and payable in direct <br />proportion to satisfactory services performed and work accomplished. Payments will be <br />madeas percentages of the wholeas Project milestones as set out in Section 3(a)(ii)are <br />achieved. (For example, if there are 10 Project Tasks with Milestone Dates then <br />Providermay invoice for the first 10% of the whole upon County’s acknowledgement of <br />the satisfactory completion of Task one. Upon the County’s acknowledgement that the <br />second Task has been satisfactorily completed Providermay 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 (Laurie Paolicelli, <br />Executive Director, Chapel Hill Orange County Visitors Bureau)to act as the County's <br />representative with respect to the Project and shall have the authority to render decisions <br />within guidelines established by the County Manager and/or the County Board of <br />Commissioners and shall be available during working hours as often as may be <br />reasonablyrequired to render decisions and to furnish information. <br />7.Insurance <br />a.General Requirements.Providershall 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 andmay 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 ofN/A(if no additional insurance required mark N/A <br />as being not applicable). Providershall not commence work until such insurance is in <br />effect and certification thereof has been received by the 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 loss, liability, claims or expense, including attorney's fees, <br />arising out of or related to the Project and arising from property damage or bodily injury <br />including death to any person or persons caused in whole or in part by the negligence or <br />misconduct of the Provider except to the extent same are caused by the negligence or <br />willful misconduct of the County. It is the intent of this provision to require the Provider <br />to indemnify the County to the fullest extent permitted under North Carolina law. <br />9.Amendments to the Agreement <br />Revised 10/17 4 <br />DocuSign Envelope ID: E85652A2-D11A-4BD6-9E0F-03FE9C50F4EC