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10. Independent Contractor. Contractor is and shall be deemed to be an independent <br />contractor in the performance of this contract and as such shall be wholly responsible <br />for the work to be performed and for the supervision of its employees. Contractor <br />represents that it has, or shall secure at its own expense, all personnel required in <br />performing the services under this agreement. Such employees shall not be employees <br />of, or have any individual contractual relationship with the County. All personnel <br />engaged in work under this Agreement shall be fully qualified and shall be authorized <br />or permitted under state and local law to perform such services. It is further agreed by <br />Contractor that it shall obey all State and Federal statutes, rules and regulations which <br />are applicable to provisions of the services called for herein. Neither Contractor nor <br />any employee thereof shall be deemed an officer, agent or employee of the County. <br />11. Contractor represents and warrants that the services performed and any deliverables <br />provided shall materially conform to the requirements of this Contract and any <br />specifications provided in the attached schedules, exhibits or statement of work. <br />Provided however, any loss is limited to fees paid to Contractor for services rendered <br />during this contract. <br />12. Contractor shall not assign this contract, including rights to payments, to any other <br />party without the prior written consent of the County. <br />13. Contractor shall not subcontract any of the work contemplated under this contract <br />without prior written approval from the County. Any approved subcontract shall be <br />subject to all conditions of this contract. Only the subcontractors specified in the <br />contract documents are to be considered approved upon awazd of the contract. <br />County shall not be obligated to pay for any work performed by any unapproved <br />subcontractor. Contractor shall be responsible for the performance of all of its <br />subcontractors. <br />14. Contractor agrees to indemnify and hold harmless the County and any of their <br />oi~cers, agents and employees, from any claims of third parties arising out of any act <br />or omission of the Contractor in connection with the performance of this contract. <br />15. All promises, requirements, terms, conditions, provisions, representations, guarantees, <br />and warranties contained herein shall survive the contract expiration or termination <br />date unless specifically provided otherwise herein, or unless superseded by applicable <br />Federal or State statutes of limitation. <br />16. The parties have read this contract and agree to be bound by all of its terms and <br />fiu ther agree that it constitutes the complete and exclusive statement of the agreement <br />between the parties. <br />17. Time is of the essence in the performance of this contract. <br />18. This contract shall be governed by the laws of the State of North Cazolina. <br />