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forth on page 1 of this Agreement under the heading MAXIMUM COST, for all services rendered
<br />by PROVIDER under this Agreement.
<br />VI. REPORTS. PROVIDER agrees to make such reports as are required in the attached Schedule
<br />C, which is fully incorporated herein by reference. With respect to such reports it is expressly
<br />understood that time is of the essence and that the failure of PROVIDER to comply with the time
<br />limits set forth in said Schedule C shall result in the penalties set forth herein.
<br />VII. DELIVERY OF NOTICE. Notices, bills, invoices and reports required by this Agreement shall be
<br />deemed delivered as of the date of postmark if deposited in a United States mailbox, first class
<br />postage attached, addressed to a party's address as set forth above. It shall be the duty of a
<br />party changing its address to notify the other party in writing within a reasonable time.
<br />VIII. INSURANCE.
<br />A. PROVIDER shall indemnify, hold harmless and defend COUNTY, its boards,
<br />commissions, agencies, officers, employees and representatives against any and all
<br />liability, loss (including, but not limited to, property damage, bodily injury and loss of life),
<br />damages, costs or expenses which COUNTY, its officers, employees, agencies, boards,
<br />commissions and representatives may sustain, incur or be required to pay by reason of
<br />PROVIDER furnishing the services or goods required to be provided under this
<br />Agreement, provided, however, that the provisions of this paragraph shall not apply to
<br />liabilities, losses, charges, costs, or expenses caused by or resulting from the acts or
<br />omissions of COUNTY, its agencies, boards, commissions, officers, employees or
<br />representatives. The obligations of PROVIDER under this paragraph shall survive the
<br />expiration or termination of this Agreement.
<br />B. In order to protect itself and COUNTY, its officers, boards, commissions, agencies,
<br />employees and representatives under the indemnity provisions of this Agreement,
<br />PROVIDER shall obtain and at all times during the term of this Agreement keep in full
<br />force and effect comprehensive general liability and auto liability insurance policies (as
<br />well as professional malpractice or errors and omissions coverage, if the services being
<br />provided are professional services) issued by a company or companies authorized to do
<br />business in the State of Wisconsin and licensed by the Wisconsin Insurance Department,
<br />with liability coverage provided for therein in the amounts of at least $1,000,000.00 CSL
<br />(Combined Single Limits). Coverage afforded shall apply as primary. COUNTY shall be
<br />given ten (10) days advance notice of cancellation or nonrenewal. Upon execution of this
<br />Agreement, PROVIDER shall furnish COUNTY with a certificate of insurance listing
<br />COUNTY as an additional insured and, upon request, certified copies of the required
<br />insurance policies. If PROVIDER's insurance is underwritten on a Claims -Made basis,
<br />the Retroactive Date shall be prior to or coincide with the date of this Agreement. The
<br />Certificate of Insurance shall state that coverage is Claims -Made and indicate the
<br />Retroactive Date. PROVIDER shall maintain coverage for the duration of this Agreement
<br />and for two years following the completion of this Agreement. PROVIDER shall furnish
<br />COUNTY, annually on the policy renewal date, a Certificate of Insurance as evidence of
<br />coverage. It is further agreed that PROVIDER shall furnish the COUNTY with a 30 -day
<br />notice of aggregate erosion, in advance of the Retroactive Date, cancellation, or renewal.
<br />It is also agreed that on Claims -Made policies, either PROVIDER or COUNTY may
<br />invoke the tail option on behalf of the other party and that the Extended Reporting Period
<br />premium shall be paid by PROVIDER. In the event any action, suit or other proceeding is
<br />brought against COUNTY upon any matter herein indemnified against, COUNTY shall
<br />give reasonable notice thereof to PROVIDER and shall cooperate with PROVIDER's
<br />attorneys in the defense of the action, suit or other proceeding. PROVIDER shall furnish
<br />evidence of adequate Worker's Compensation Insurance.
<br />C. In case of any sublet of work under this Agreement, PROVIDER shall furnish evidence
<br />that each and every subcontractor has in force and effect insurance policies providing
<br />coverage identical to that required of PROVIDER.
<br />D. The parties do hereby expressly agree that COUNTY, acting at its sole option and
<br />through its Risk Manager, may waive any and all requirements contained in this
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