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ii. Should the Sheriff determine that the Provider is behind schedule, it may require <br />the Provider to expedite and accelerate its efforts, including providing additional <br />resources and working overtime, as necessary, to perform its services in <br />accordance with the approved project schedule at no additional cost to the <br />Sheriff. <br />iii. The Commencement Date for the Provider’s Basic Services shall be <br />February 26, 2024. <br />5. Compensation <br />a. Compensation for Basic Services. Compensation for Basic Services shall include all <br />compensation due the Provider from the Sheriff for all services satisfactorily (as <br />determined by the Sheriff) performed pursuant to this Agreement. The maximum <br />amount payable for Basic Services shall not exceed One-Thousand-Nine-Hundred- <br />Fifty-Five Dollars and 27/100 ($1,955.27). Payment for satisfactorily performed Basic <br />Services shall become due and payable within thirty (30) days of Provider properly <br />invoicing the Sheriff. 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 Sheriff, the <br />Sheriff may withhold payment of all or a portion of the amount stated on an invoice <br />until the parties resolve the dispute. Should Provider fail to perform its duties under the <br />terms of this Agreement, the Sheriff 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. <br />c. Additional Services. The Sheriff shall not be responsible for costs related to any <br />services in addition to the Basic Services performed by Provider unless the Sheriff <br />requests such additional services in writing and such additional services are evidenced by <br />a written amendment to this Agreement. <br />6. Responsibilities of the Sheriff <br />a. Cooperation and Coordination. The Sheriff has designated Major Tim Jones as the <br />Sheriff’s representative with respect to the Project who shall have the authority to <br />render decisions as authorized by the Sheriff and who shall be available during working <br />hours as often as may be reasonably required to render decisions and to furnish <br />information. <br />7. Insurance <br />a. 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 <br />County Minimum Insurance Coverage Requirements (each document is incorporated <br />herein by reference and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php). <br />Provider shall not commence work until such insurance is in effect and certification <br />thereof has been received by the Sheriff. <br />8. Indemnity <br />a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, <br />without limitation, to defend, indemnify, and hold harmless the Sheriff from all losses, <br />liabilities, claims, demands, suits, costs, damages or expenses (including reasonable <br />DocuSign Envelope ID: ADE03713-90A3-48FF-817B-A7286E2D5F08