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DocuSign Envelope ID: EE2AOFEC -39A2- 4424- A26B- C5C717E18747 <br />the dispute. In addition, should Contractor fail to perform its duties under the terms of this <br />Agreement, Owner 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. RELATIONSHIP OF PARTIES <br />Contractor is an independent contractor of the Owner. Contractor represents that it has or will <br />secure, at its own expense, all personnel required in performing the construction services under <br />this Agreement. Such personnel shall not be employees of or have any contractual relationship <br />with the Owner. All personnel engaged in work under this Agreement shall be fully qualified <br />and shall be authorized or permitted under state and local law to perform such construction <br />services. It is further agreed that Contractor will obey all State and Federal statutes, rules and <br />regulations which are applicable to provisions of the construction services called for herein. <br />Neither Contractor nor any employee of the Contractor shall be deemed an officer, employee or <br />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. This or any other written notice shall be delivered via certified mail, return receipt <br />requested to the parties at the addresses as shown on the signature page to this Agreement. <br />7. INSURANCE REQUIREMENTS <br />Contractor shall obtain, at its sole expense, Commercial General Liability Insurance, <br />Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may <br />be required by Owner's Risk Manager as such insurance requirements are described in the <br />Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage <br />Requirements (each document is incorporated herein by reference and may be viewed at <br />hllp://orangecouptDc.gov/purchasing/contracts.asp). If Owner's Risk Manager determines <br />additional insurance coverage is required such additional insurance shall be designated here N/A <br />(if no additional insurance required mark N/A as being not applicable). Contractor shall not <br />commence construction work until such insurance is in effect and certification thereof has been <br />received by the Owner's Risk Manager. <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. Contractor is responsible for all <br />errors or omissions caused by its agents, contractors, employees, or assigns in the performance of <br />this Agreement. <br />It is the intent of this section to require Contractor to indemnify the Owner to the full extent <br />permitted under North Carolina law. <br />9. NON - ASSIGNMENT <br />Revised 10/14 2 <br />