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DocuSign Envelope ID:987EC3F6-E183-4CB2-9D96-063C8A864FOC <br /> b. Disputes. In the event the amount stated on an invoice is disputed by the County, the <br /> County may withhold payment of all or a portion of the amount stated on an invoice <br /> until the parties resolve the dispute. Should Provider fail to perform its duties under the <br /> terms of this Agreement, County may, without fault or penalty, withhold any payment <br /> associated with the work to be performed until such time as said work is completed. <br /> c. 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 /> 5. Responsibilities of the County <br /> a. Cooperation and Coordination. The County has designated (Crystal Mitchell) 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 /> http1/www.orangecountync.gov/departments/purchasing__divlsion/contracts.php). If <br /> County's Risk Manager determines additional insurance coverage is required such <br /> additional insurance shall consist of Sexual Misconduct(Sexual Abuse/Molestation) (if <br /> no additional insurance required mark NIA as being not applicable). Provider shall not <br /> commence work until such insurance is in effect and certification thereof has been <br /> received by the County's Risk Manager. <br /> 8. Indemnity <br /> a. lndennity. 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 fallest extent permitted under North Carolina law. <br /> 9. Amendments to the Agreement <br /> a. Chan,.ges in Basic Services. Changes in the Basic Services and entitlement to additional <br /> compensation or a change in duration of this Agreement shall be made by a written <br /> Amendment to this Agreement executed by the County and the Provider. The Provider <br /> Revised 12/18 <br /> 4 <br />