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August 12, 2025, labeled as Exhibit A, attached hereto and incorporated by <br />reference. <br />4. Duration of Services <br />a. Term. The term of this Agreement shall be from August 1, 2025 to July 31, 2026. <br />5. Compensation <br />a. Compensation for Basic Services. The maximum amount payable shall not exceed <br />Forty-five-thousand-eight-hundred-thirty-nine dollars and 20/100 ($45,839.20). <br />Payment shall become due and payable within thirty (30) days of Provider properly <br />invoicing the Sheriff. Payment shall be subject to provisions of Section <br />5(b).Disputes. In the event the amount stated on an invoice is disputed by the <br />Sheriff, the Sheriff may withhold payment of all or a portion of the amount stated on <br />an invoice until the parties resolve the dispute. Should Provider fail to perform its <br />duties under the terms of this Agreement, the Sheriff may, without fault or penalty, <br />withhold any payment associated with the work to be performed until such time as <br />said work is completed. <br />b. 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 <br />evidenced by a written amendment to this Agreement. <br />6. Responsibilities of the Sheriff <br />a. Cooperation and Coordination. The Sheriff has designated Tom Parker to act 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 <br />working hours as often as may be reasonably required to render decisions and to <br />furnish information. <br />7. Insurance <br />a. General Requirements. Provider shall obtain, at its sole expense, Commercial <br />General Liability Insurance, Automobile Insurance, Workers’ Compensation <br />Insurance, and any additional insurance as may be required by County’s Risk <br />Manager as such insurance requirements are described in the Orange County Risk <br />Transfer Policy and Orange County Minimum Insurance Coverage Requirements <br />(each document is incorporated 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 <br />losses, liabilities, claims, demands, suits, costs, damages or expenses (including <br />reasonable attorney’s fees) arising from bodily injury, including death, to any person <br />or persons or damage to or destruction of any property caused in whole or in part by <br />any negligent or misconduct of the Provider except to the extent same are caused by <br />the negligence or willful misconduct of the Sheriff. It is the intent of this provision <br />Docusign Envelope ID: 57B8CAEA-5B53-40D6-BBFB-DA6FFEBE77CDDocusign Envelope ID: 489D30F2-86EB-497C-A928-1D702E167CB2