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(as determined by the County) performed pursuant to this Agreement. The maximum <br />amount payable for Basic Services shall not exceed fifty-one thousand and <br />six-hundred and sixty-seven and no/100 Dollars ($51,667.00) (see <br />Attachment 1). Payment for satisfactorily performed Basic Services shall become due <br />and payable within thirty (30) days of Provider properly invoicing County. Payment <br />shall be subject to provisions of Section 5(b). <br /> <br />a. 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 <br />associated with the work to be performed until such time as said work is completed. <br /> <br />a. c. Additional Services. County shall not be responsible for costs related to any <br />services in addition to the Basic Services performed by Provider unless County requests <br />such additional services in writing and such additional services are evidenced by a <br />written amendment to this Agreement. <br /> <br />a. 6. Responsibilities of the County <br /> <br />a. a. Cooperation and Coordination. The County has designated Jim Northrup to act as <br />the County's representative with respect to the Project who shall have the authority to <br />render decisions within guidelines established by the County Manager or the County <br />Board of Commissioners and who shall be available during working hours as often as <br />may be reasonably required to render decisions and to furnish information. <br /> <br />a. 7. Insurance <br /> <br />a. a. General Requirements. Provider shall obtain, at its sole expense, Commercial <br />General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, <br />and any additional insurance as may be required by County’s Risk Manager as such <br />insurance requirements are described in the Orange County Risk Transfer Policy and <br />Orange County Minimum Insurance Coverage Requirements (each document is <br />incorporated herein by reference and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If <br />County’s Risk Manager determines additional insurance coverage is required such <br />additional insurance shall consist of N/A (if no additional insurance required mark N/A <br />as being not applicable). Provider shall not commence work until such insurance is in <br />effect and certification thereof has been received by the County's Risk Manager. <br /> <br />a. 8. Indemnity <br /> <br />a. a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, <br />without limitation, to defend, indemnify and hold harmless the County from all loss, <br />liability, claims or expense, including attorney's fees, arising out of or related to the <br />violation of applicable law, or infringement by the Services of any copyright, trademark <br />or trade secret of a third party, or any U.S. patent. This indemnity will not apply to any <br />Claim that the infringement arose from the combination of the Services with software, <br />hardware, content, data or other items not supplied by Zoom. In the event that the <br />licensed Services are, or in Zoom’s sole opinion are likely to be, enjoined <br />DocuSign Envelope ID: 83369A7E-4381-4C9E-B101-62DC68D3016E