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DocuSign Envelope ID:7B348BE5-8AD3-4B23-AC90-OA2F53C77559 <br /> In the event the amount stated on an invoice is disputed by Owner, then Owner may <br /> withhold payment of all or a portion of the amount stated on an invoice until the parties resolve <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 /> 4. 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 /> 5. SUSPENSION AND 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. Owner may suspend the Work at any time for Owner's convenience and without <br /> penalty to Owner upon three (3) days' notice to Contractor. Upon any suspension by Owner <br /> Contractor shall discontinue the Work and shall not resume the Work until notified to proceed by <br /> Owner. The notice required by this section or any other notice shall be delivered via certified <br /> mail, return receipt requested to the parties at the addresses as shown on the signature page to <br /> this Agreement. Such notice is deemed given upon its delivery to, or deposit in a receptacle of, <br /> the United States Post Office. <br /> 6. 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 /> http://www.oran eg countync. og v/departments/purchasing_division/contracts.php). If Owner's Risk <br /> Manager determines additional insurance coverage is required such additional insurance shall be <br /> designated here N/A (if no additional insurance required mark N/A as being not applicable). <br /> Contractor shall not commence construction work until such insurance is in effect and <br /> certification thereof has been received by the Owner's Risk Manager. <br /> 7. INDEMNIFICATION <br /> Contractor agrees, without limitation, to defend, indemnify, save, and protect Owner and <br /> Owner's lender, if any, harmless from and against any and all claims, liens, liabilities, losses, <br /> damages, causes of action, and expenses (including court costs and reasonable attorney's fees <br /> related thereto) arising out of, in connection with, or resulting from any negligence, act or failure <br /> to act by the Contractor, the Contractor's agents, assigns or employees resulting in property <br /> damage or personal injury, including death, or other loss related to the Work. Contractor is <br /> Revised 12/18 2 <br />