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County, the County may withhold payment of all or a portion of the amount stated on an invoice <br /> until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of <br /> this Agreement, County may, without fault or penalty, withhold any payment associated with the <br /> work to be performed until such time as said work is completed. <br /> 5. NON—WAIVER <br /> Failure by County at any time to require the performance by Provider of any of the <br /> provisions hereof shall in no way waive or affect the County's right hereunder to enforce the <br /> same, nor shall any waiver by the County of any breach be held to be a waiver of any <br /> succeeding breach or a waiver of this Non-Waiver Clause. <br /> 6. RELATIONSHIP OF PARTIES <br /> Provider is an independent contractor of the County. Provider represents that it has or <br /> will secure, at its own expense, all personnel required in performing the services under this <br /> Agreement. Such personnel shall not be employees of or have any contractual relationship with <br /> the County. All personnel engaged in work under this Agreement shall be fully qualified and <br /> shall be authorized or permitted under state and local law to perform such services. It is further <br /> agreed that the Provider will obey all State and Federal statutes, rules and regulations which <br /> are applicable to provisions of the services called for herein. Neither Provider nor any <br /> employee of the Provider shall be deemed an officer, employee or agent of the County. <br /> 7. TERMINATION <br /> This Agreement may be terminated by Provider upon ten (10) days' written notice to the <br /> County, and the County may terminate this agreement upon ten (10) days' written notice to <br /> Provider. <br /> 8. INSURANCE REQUIREMENTS <br /> Provider shall obtain, at its sole expense, all insurance as required in the County's risk <br /> management policy and shall not commence work until such insurance is in effect and <br /> certification thereof has been received by the County's Risk Manager. Such insurance shall <br /> name the County as Additional Insured under both General Liability and Auto Liability policies. <br /> 9. INDEMNIFICATION <br /> Provider agrees to defend, indemnify, and hold harmless the County, for all loss, liability, <br /> claims or expense (including reasonable attorney's fees) arising from bodily injury, including <br /> death or property damage, to any person or persons caused in whole or in part by the <br /> negligence or misconduct of the Provider, except to the extent same are caused by the <br /> negligence or willful misconduct of the County. It is the intent of this section to require Provider <br /> to indemnify the County to the extent permitted under North Carolina law. <br /> 10. NON-ASSIGNMENT <br /> Provider shall not assign all or any part of this Agreement, including rights to payments, <br /> to any other party without the prior written consent of the County. <br /> 2 <br />