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DocuSign Envelope ID:044AD186-BAD7-4A1B-B44F-162B7511D3DF <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 list created by the State Treasurer pursuant to <br /> G.S. 147-86.81. <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:llwww.orangecountync.gov/departments/purchasing division/contracts.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 limit the definition of breach to discrimination. <br /> Revised 06119 <br /> 6 <br />