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Revised 12/18 2 <br />The Owner will make payments to Contractor within thirty (30) days after receipt of and <br />approval of the invoice by the contracting department. <br /> <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 /> <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 /> <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 /> <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.orangecountync.gov/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 NA (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 /> <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 />DocuSign Envelope ID: 7F47BCD2-D5EA-492B-8EAD-A794991D270F