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DocuSign Envelope ID:9D837DE1-58E6-47AF-80AC-29E747EBFFCE <br /> Project milestones as set out in Section 3.1.2 are achieved. (For example, if there are 10 Project <br /> Tasks with Milestone bates 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 /> for 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 Tom 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 ©range 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..qov/departments/purchasing divisionlcontracts. h ). 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 marls 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 10117 <br /> 4 <br />