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3 <br /> <br /> <br />ARTICLE 5 COMPENSATION <br /> <br /> 5.1 Compensation for Basic Services <br /> <br /> 5.1.1 Compensation for Basic Services shall include all compensation due the Consultant from <br />the County for all services under this Agreement except for any authorized Reimbursable Expenses <br />which are defined herein. The maximum amount payable for Basic Services is Five Thousand Dollars <br />($5,000). Payment for Basic Services shall become due and payable in direct proportion to satisfactory <br />services performed and work accomplished. <br /> <br />ARTICLE 6 RESPONSIBILITIES OF THE COUNTY <br /> <br /> 6.1 Cooperation and Coordination <br /> <br /> 6.1.1 The County has designated Emila Sutton to act as the County's representative with <br />respect to the Project and shall have the authority to render decisions within guidelines established by <br />the County Manager and the County Board of Commissioners and shall be available during working <br />hours as often as may be reasonably required to render decisions and to furnish information. <br /> <br />6.1.2 The County shall be solely responsible for determining whether Consultant as <br />satisfactorily completed Tasks. It is agreed that County shall not unreasonably withhold its <br />determination of satisfactory completion of any Task. In the event the amount of an invoice is disputed <br />County may withhold payment until the dispute is resolved by the parties. County may also withhold <br />payment on an invoice until the satisfactory completion of a Task by Consultant. <br /> <br />ARTICLE 7 INSURANCE AND INDEMNITY <br /> <br /> 7.1 General Requirements <br /> <br /> 7.1.1 Consultant shall obtain, at its sole expense, Commercial General Liability Insurance, <br />Automobile Insurance, Workers’ Compensation Insurance, Professional Liability Insurance, and any <br />additional insurance as may be required by Owner’s Risk Manager as such insurance requirements are <br />described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage <br />Requirements (each document is incorporated herein by reference and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_ division/contracts.php). If Owner’s Risk <br />Manager determines additional insurance coverage is required such additional insurance shall be <br />designated here (if no additional insurance required mark N/A as being not applicable). Consultant shall <br />not commence work until such insurance is in effect and certification thereof has been received by the <br />Owner's Risk Manager. <br /> <br />7.2 Indemnity <br /> <br />7.2.1 The Consultant agrees, without limitation, to indemnify and hold harmless the County <br />from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project <br />and arising from property damage or bodily injury including death to any person or persons caused in <br />whole or in part by the negligence or misconduct of the Consultant except to the extent same are caused <br />DocuSign Envelope ID: D6562334-32FE-4433-A1AF-39F7CFBCF05F