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5 <br /> <br /> <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 /> <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 /> <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 /> <br />6. Responsibilities of the County <br /> <br />Cooperation and Coordination. The County has designated (Emila Sutton) 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 /> <br />7. Insurance <br /> <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 /> <br />8. Indemnity <br /> <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 />DocuSign Envelope ID: 88188806-E8CC-4364-9B03-47E3B834EFAD