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5. 2 . 1 . This liquidated damage clause shall be applied , if necessary, through the implementation phases , execution phases, and operations phases of the Agreement. 5.2 . 3 . Time is of the essence in this Agreement, and failure to deliver as specified within the time period required shall be considered a default. In the case of default, the County may procure the Services from other sources and hold the Contractor responsible for all costs occasioned thereby and may immediately cancel the Agreement. 5. 3 . Non-Appropriation of Funds. The obligations of the County under this Agreement are subject to the availability of funds lawfully appropriated for its purpose by the Board of County Commissioners of Indian River County. In the event sufficient budget funds are not available , the County shall promptly notify the Contractor of such occurrence, and set forth the date that the County anticipates the Agreement will terminate due to lack of funds. Thereupon , this Agreement shall terminate on the date set forth in the notice from the County, without any penalty or expense to the County of any kind whatsoever. 5 . 4. Indemnification. As respects acts , errors , or omissions in the performance of the professional Services hereunder, the Contractor agrees to pay on behalf of, hold harmless, and indemnify the County, its officers, elected officials and employees from and against any and all claims , action, loss, demands defense costs, liability or consequential damages of any kind or nature (including , but not by way of limitation , attorney's fees , and court costs) arising out of, or incidental to, the performance of this Agreement or the Services performed hereunder. 5. 5 . Assignment. The Contractor, his/her assigns or representative, shall not enter into any agreements with third parties to delegate any or all of the responsibilities or rights herein set forth without prior written approval of the County. 5 . 6. Independent Contractor. The Contractor shall perform the conditions of this Agreement as an independent contractor and nothing contained herein shall be construed to be inconsistent with this relationship or status . Nothing in this Agreement shall be, in any way, construed to constitute the Contractor or any of his/her agents or his/her employees as the agent, employee or representative of the County. 5 . 7 . Insurance. Prior to the time Contractor is entitled to commence any part of the Services under this Agreement, Contractor shall procure, pay for, and maintain at least the following insurance coverages and limits . Such insurance shall be evidenced by delivery to the County of 1 ) certificates of insurance executed by the insurers listing coverage's and limits, expiration dates and terms of policies and all endorsements whether o not required by the County, and listing all carriers issuing said policies ; and 2 ) upon request, a certified copy of each policy, including all endorsements . The insurance requirements shall remain in effect throughout the term of this Agreement . 5. 7 . 1 . Workers' Compensation in at least the limits as required by law; Employers' Liability Insurance of not less than $ 100, 000 .00 for each accident and disease . 5 . 7 .2. Commercial General Liability Insurance including , but not limited to, Independent Contractor, Contractual , Premises/Operations, Products/Completed Operation and 5