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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 prior 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 />