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DocuSign Envelope ID: EB5D5FB9-1F00-4836-9CE0-355AF8D06137 <br /> 5. Compensation <br /> a. Compensation for Basic Services. Compensation for Basic Services shall include all <br /> compensation due the Provider from the County for all services under this Agreement. <br /> The maximum amount payable for Basic Services is twenty-four thousand and five <br /> hundred Dollars ($24,500), payable as provided in the Cost Proposal to Provide <br /> Executive Recruitment Services, RFP #5258 dated February 13, 2019. In the event the <br /> amount stated on an invoice is disputed by the County, the County may withhold <br /> 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 /> made as percentages of the whole as 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 /> Provider may 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 Provider may 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 (Brenda Bartholomew, <br /> Human Resources Director) to act as the County's representative with respect to the <br /> Project and shall have the authority to render decisions within guidelines established by <br /> the County Manager and/or the County Board of Commissioners and shall be available <br /> during working hours as often as may be reasonably required to render decisions and to <br /> furnish information. <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.orangecountVnc.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 2,000,000 (if no additional insurance required mark <br /> N/A as being not applicable). Provider shall not commence work until such insurance is <br /> in 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 /> Revised 12/18 4 <br />