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DocuSign Envelope ID:9D2672A1-5D80-4A01-B053-491F18B84281 <br /> Services shall become due and payable within thirty (30) days of Provider properly <br /> invoicing County. Payment shall be subject to provisions of Section 5(b). <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 until <br /> the parties resolve the dispute. Should Provider fail to perform its duties under the terms <br /> of this Agreement,County may,without fault or penalty,withhold any payment associated <br /> 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 /> 6. Responsibilities of the County <br /> Cooperation and Coordination. The County has designated (Dinah Jeffries) to act as the <br /> County's representative with respect to the Project and shall have the authority to render <br /> decisions within guidelines established by the County Manager and/or the County Board of <br /> Commissioners and shall be available during working hours as often as may be reasonably <br /> required to render decisions and to furnish information. <br /> 7. Insurance <br /> 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 County <br /> Minimum Insurance Coverage Requirements (each document is incorporated herein by <br /> reference and may be viewed at <br /> http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's <br /> Risk Manager determines additional insurance coverage is required such additional insurance <br /> shall consist of N/A (if no additional insurance required mark N/A as being not applicable). <br /> Provider shall not commence work until such insurance is in effect and certification thereof <br /> has been received by the County's Risk Manager. <br /> 8. Indemnity <br /> Indemnity. To the extent authorized by North Carolina law the Provider agrees, without <br /> limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims <br /> or expense, including attorney's fees, arising out of or related to the Project and arising from <br /> property damage or bodily injury including death to any person or persons caused in whole <br /> or in part by the negligence or misconduct of the Provider except to the extent same are caused <br /> by the negligence or willful misconduct of the County. It is the intent of this provision to <br /> require the Provider to indemnify the County to the fullest extent permitted under North <br /> Carolina law. <br /> 5 <br />