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Contractor is an independent Contractor of the Owner. Contractor represents that it has or <br />will secure, at its own expense, all personnel required in performing the construction services <br />under this Agreement. Such personnel shall not be employees of or have any contractual <br />relationship with the Owner. All personnel engaged in work under this Agreement shall be fully <br />qualified and shall be authorized or permitted under state and local law to perform such <br />construction services. It is further agreed that Contractor will obey all State and Federal statutes, <br />rules and regulations which are applicable to provisions of the construction services called for <br />herein. Neither Contractor nor any employee of the Contractor shall be deemed an officer, <br />employee or agent of the Owner. <br />6. TERMINATION <br />This Agreement may be terminated by Contractor upon thirty (30) days' written notice to the <br />Owner, and the Owner may terminate this agreement upon thirty (30) days' written notice to <br />Contractor. <br />7. INSURANCE REQUIREMENTS <br />Contractor shall obtain, at its sole expense, all insurance as required in the Owner's risk <br />management policy and shall not commence construction work until such insurance is in effect <br />and certification thereof has been received by the Owner's Risk Manager. Such insurance shall <br />name the Owner as Additional Insured under both General Liability and Auto Liability policies. <br />8. INDEMNIFICATION <br />Contractor agrees to defend, indemnify, save and protect Owner and Owner's lender, if any, <br />harmless from and against any and all claims, liens, liabilities, losses, damages, causes of action, <br />and expenses (including court costs and reasonable attorney's fees related thereto) arising out of, <br />in connection with, or resulting from any negligence, act or failure to act by the Contractor, the <br />Contractor's agents, assigns or employees related to the Work. <br />It is the intent of this section to require Contractor to indemnify the Owner to the extent <br />permitted under North Carolina law. <br />9. NON-ASSIGNMENT <br />Contractor shall not assign all or any part of this Agreement, including rights to payments, to <br />any other party without the priar written consent of the Owner. <br />10. NON-APPROPRIATION <br />Contractor acknowledges that Owner is a governmental entity, and the validity of this <br />Agreement is based upon the availability of public funding under the authority of its statutory <br />mandate. <br />In the event that public funds are unavailable and not appropriated for the performance of <br />Owner's obligations under this Agreement, then this Agreement shall automatically expire <br />without penalty to Owner immediately upon written notice to Contractor of the unavailability and <br />non-appropriation of public funds. It is expressly agreed that Owner shall not activate this non- <br />appropriation provision for its convenience or to circumvent the requirements of this Agreement, <br />but only as an emergency fiscal measure during a substantial fiscal crisis. <br />Revised November 2011 2 <br />