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20 <br />under this subsection "a;' LES. shall at its expense defend Sponsors with legal <br />counsel reasonably acceptable to the Sponsors. <br />b. Definitions. As used in subsection "a" above, "charges" means claims, <br />judgments, costs, damages, losses, demands, liabilities, obligations, fines <br />(including but not limited to those levied by the North Carolina Department of <br />Environment, Health, and Natural Resources), penalties, royalties, settlements, <br />and expenses (including interest and reasonable attorneys' fee' assessed as part of <br />any such item); "Sponsors" means all Sponsors and their officers, officials, <br />independent contractors (other than LES), agents, and employees. <br />13. Inde~aendent Contractor. LES is and shall perform this Agreement as an <br />independent contractor and, as such, shall have and maintain complete control <br />over all of its employees and operations. Neither LES nor anyone employed by it <br />shall be, represent, act, purport to act, or be deemed to be the agent, <br />representative, employee or servant of the Sponsor. <br />14. Obligation to Fund. The parties recognize that the Sponsors have budgeted <br />certain appropriated monies to support a household hazardous waste collection <br />program and have allocated a specific portion of these monies as compensation <br />under this Agreement. The parties further recognize and agree that the <br />Sponsors, by entering into this Agreement, have undertaken no obligation to <br />provide any funds to LES other than the specific allocation from the cuirrent <br />year's funds which the Sponsors have agreed to provide as compensation <br />hereunder. The parties also agree that, if for any reason not anticipated by the <br />Sponsors, funds appropriated hereunder cannot be made available, any Sponsor <br />has the right to withdraw from this Agreement upon sixty (60) days written <br />notice to LES and to the other parties to this Agreement; provided, however, that <br />any amounts owed to LES by a Sponsor for work already performed under this <br />Agreement shall be paid by that Sponsor to LES. The Sponsors will give LES a <br />"not to exceed" price for each fiscal period. In the event that the compensation <br />due to LES from any Sponsor approximates the "not to exceed" price, that <br />~n <br />