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DocuSign Envelope ID:5775A102-A362-4A15-B549-2FEA82CCA360 <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 Owner's Risk Manager as such <br /> insurance requirements are described in the Orange 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.oran e�ync. og v/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 N/A (if no additional insurance required mark N/A as being not applicable). <br /> Consultant shall not commence work until such insurance is in effect and certification thereof <br /> has been received by the Owner's Risk Manager. <br /> 7.2 Indemnity <br /> 7.2.1 To the extent authorized by North Carolina law the Consultant agrees, without <br /> limitation, to indemnify and hold harmless the County from all loss, liability, claims or expense, <br /> including attorney's fees, arising out of or related to the Project and arising from property <br /> damage or bodily injury including death to any person or persons caused in whole or in part by <br /> the negligence or misconduct of the Consultant except to the extent same are caused by the <br /> negligence or willful misconduct of the County. It is the intent of this provision to require the <br /> Consultant to indemnify the County to the fullest extent permitted under North Carolina law. <br /> ARTICLE 8 AMENDMENTS TO THE AGREEMENT <br /> 8.1 Changes in Basic Services <br /> 8.1.1 Changes in the Basic Services and entitlement to additional compensation or a <br /> change in duration of this Agreement shall be made by a written Amendment to this Agreement <br /> executed by the County and the Consultant. The Consultant shall proceed to perform the <br /> Services required by the Amendment only after receiving a fully executed Amendment from the <br /> County. <br /> ARTICLE 9 TERMINATION <br /> 9.1 Termination for Convenience of the County <br /> Revised 11/19 (rev031920jcb per dept) <br /> 4 <br />