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DocuSign Envelope ID: 3A41C8C3- 4643- 4E42- 9E22- 7ED4F266BDF8 <br />to this Agreement executed by the County and the Provider. The Provider shall proceed to <br />perform the Services required by the Amendment only after receiving a fully executed <br />Amendment from the County. <br />11. Termination: This Agreement may be terminated at any time by mutual written agreement of the <br />parties or by the County upon written notice to the Provider. <br />12. Waiver. The payment of any sums by the County under this Agreement or the failure of the <br />County to require compliance by the Provider with any provisions of this Agreement or the <br />waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim <br />for damages by the County for any breach of this Agreement or a waiver of any other required <br />compliance with this Agreement. <br />13. Suspension. County may suspend the Basic Services and this Agreement at any time for <br />County's convenience and without penalty to County upon three (3) days' notice to Provider. <br />Upon any suspension by County, Provider shall discontinue work on the Basic Services and <br />shall not resume the Basic Services until notified to proceed by County. <br />14. Additional Provisions <br />a. Limitation and Assignment. The County and the Provider each bind themselves, their <br />successors, assigns and legal representatives to the terms of this Agreement. Neither the <br />County nor the Provider shall assign or transfer its interest in this Agreement without <br />the written consent of the other. <br />b. Independent Contractor: The Provider is and shall be deemed to be an independent <br />contractor in the performance of this contract and as such shall be wholly responsible <br />for the work to be performed and for the supervision of its employees. The Provider <br />represents that it has, or shall secure at its own expense, all personnel required in <br />performing the services under this agreement. Such employees shall not be employees <br />of, or have any individual contractual relationship with the County. <br />C. Governing Law. Both parties agree that this Agreement shall be governed by the laws <br />of the State of North Carolina. By executing this Agreement Provider affirms Provider <br />is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By <br />executing this Agreement Provider certifies that Provider has not been identified, and <br />has not utilized the services of any agent or subcontractor, on the list created by the <br />State Treasurer pursuant to G.S. 147 - 86.58. By executing this Agreement Provider <br />certifies that Provider has not been identified, and has not utilized the services of any <br />agent or subcontractor identified on the Iist created by the State Treasurer pursuant to <br />G.S. 147 - 86.51. <br />d. Non- Discrimination. Provider shall at all times remain in compliance with all applicable <br />local, state, and federal laws, rules, and regulations including but not limited to all state <br />and federal non - discrimination laws, policies, rules, and regulations and the Orange <br />County Non- Discrimination Policy and Orange County Living Wage Policy (each <br />policy is incorporated herein by reference and may be viewed at <br />http : / /www.orangecountync.gov/ departments / purchasing _divisioiVeontracts.php.) Any <br />violation of the Orange County Non - Discrimination Policy is a breach of this <br />Agreement and County may immediately terminate this Agreement without further <br />obligation on the part of the County. This paragraph is not intended to limit and does <br />not Iimit the definition of breach to discrimination. <br />Revised 06/18 <br />6 <br />