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<br />4. Compensation.
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<br />a. Compensation. The University will bill the County monthly for the cost of the actual
<br />use of the UNC Lot as provided in Attachment B, which may vary from time to time
<br />depending on actual use of Parking Lot spaces, and for the cost of the snow and ice
<br />removal from the UNC Lot (collectively, Basic Services). Compensation for these
<br />Basic Services shall include the actual compensation paid by the University for such
<br />Services after they have been performed satisfactorily (as determined by the County).
<br />The maximum amount payable for Basic Services shall not exceed Ninety Thousand
<br />dollars ($90,000.00). The University upon request shall provide the cost of each Basic
<br />Services in writing to the County. Payment for satisfactorily performed Basic Services
<br />shall become due and payable within thirty (30) days of University properly invoicing
<br />County. Payment shall be subject to provisions of Section 4(b).
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<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 the University fail to perform its duties
<br />under the terms of this Agreement, County may, without fault or penalty, withhold any
<br />payment associated with the work to be performed until such time as said work is
<br />completed.
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<br />5. Indemnity.
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<br />The County agrees, to the fullest extent permitted by law, to indemnify and hold harmless
<br />the University and its affiliates, and its and their respective current and former trustees,
<br />directors, officers, employees, faculty, students, and agents (“Indemnitees”) from and
<br />against any actions, claims, losses, costs, liabilities, fines, penalties, governmental
<br />proceedings, damages, harm, or expenses, without limitation (“Damages”), arising
<br />directly or indirectly from, or related to, the arrangement contemplated by this Agreement,
<br />or claims or actions by any person related to the subject matter of this Agreement,
<br />including claims or actions by individuals or third parties. County further agrees that the
<br />University shall have no responsibility for any Damages resulting from injury or illness to
<br />any of County’s employees, volunteers, residents, diners, or to any other person, as a result
<br />of (i) County’s use, deployment, failure, or operations of the UNC Lot, or (ii) any point-
<br />of-dispensing plans, processes, procedures, materials, operations, contents, distribution,
<br />vaccines, or injections related to the community vaccination for the COVID-19 vaccines
<br />at the UNC Lot or the arrangement contemplated by this Agreement.
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<br />6. Amendments to the Agreement.
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<br />Amendment to this Agreement shall be made in writing executed by the County and the
<br />University. The Parties agree to consider in good faith and amendments and addenda to this
<br />Agreement and the arrangement contemplated hereunder as needs arise related to the
<br />Pandemic.
<br />DocuSign Envelope ID: 3663C0BF-8C5D-49C3-903B-FA0BAD67CBC9
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