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DocuSign Envelope ID: E53DCC3C-B8E8-410C-BB50-A039C27BD393 <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 One Million Six Hundred Thousand <br /> Dollars ($1,600,000). In the event the amount stated on an invoice is disputed by the <br /> County, the County may withhold payment the amount stated on an invoice which <br /> relates to the matter in dispute until the parties resolve the dispute. Payment for Basic <br /> Services shall become due and payable in direct proportion to satisfactory services <br /> performed and work accomplished. Payments will be made as percentages of the whole <br /> as Project milestones as set out in Section 3(a)(ii) are achieved. (For example, if there <br /> are 10 Project Tasks with Milestone Dates then Provider may invoice for the first 10% <br /> of the whole upon County's acknowledgement of the satisfactory completion of Task one. <br /> Upon the County's acknowledgement that the second Task has been satisfactorily <br /> completed Provider may invoice for the next 10%of 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 (Robert Williams) to act as <br /> the County's representative with respect to the Project and shall have the authority to <br /> render decisions within guidelines established by the County Manager and/or the County <br /> Board of Commissioners and shall be available during working hours as often as may be <br /> reasonably required to render decisions and to 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.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 (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 /> 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 /> Revised 12/18 4 <br />