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4 <br /> <br /> <br />UNC SOM # 25-0153 <br /> <br /> <br />i) Changes in Services. Changes in the Services and entitlement to additional <br />compensation or a change in duration of this Agreement shall be made by a written <br />Amendment to this Agreement executed by the County and the Provider. The Provider <br />shall proceed to perform the Services required by the Amendment only after receiving <br />a fully executed Amendment from the County. <br /> <br />ii) Suspension. Either party may suspend the Services and this Agreement at any time for <br />the party’s convenience and without penalty upon three (3) days’ notice to the other <br />party. Upon any suspension by County, Provider shall discontinue work on the <br />Services and shall not resume the Services until notified to proceed by County. <br /> <br />b. Waiver. The payment of any sums by the County under this Agreement or the failure of <br />either party to require compliance with any provisions of this Agreement or the waiver by <br />either party of any breach of this Agreement shall not constitute a waiver of any claim for <br />damages by the parties for any breach of this Agreement or a waiver of any other required <br />compliance with this Agreement. <br /> <br />c. Assignment. Provider shall not, except as otherwise provided for in this Agreement, <br />subcontract the performance of any work under this Agreement without prior written <br />permission of the County. No permission for subcontracting shall create, between the <br />County and the subcontractor, any contract or any other relationship unless expressly <br />permitted. <br /> <br />d. Status of Parties. Provider is an independent contractor of County. Any and all employees <br />of the Provider engaged by the Provider in the performance of any work or Services <br />required of the Provider under this Agreement, shall be considered employees or agents <br />of the Provider only and not of the County. <br /> <br />e. Order of Precedence. In determining the Services to be provided, should any documents <br />be referenced in this Agreement, the terms of this Agreement shall have priority in any <br />conflict between the terms of referenced documents and the terms of this Agreement. <br /> <br />f. 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 the <br />written consent of the other. <br /> <br />g. Governing Law. This Agreement and the duties, responsibilities, obligations, and rights <br />of respective parties hereunder shall be governed by the laws of the State of North <br />Carolina. By executing this Agreement, Provider affirms that Provider and any <br />subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter <br />64 of the North Carolina General Statutes. By executing this Agreement, Provider certifies <br />that Provider has not been identified, and has not utilized the services of any agent or <br />subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147- <br />86.58, for this Agreement. By executing this Agreement, Provider certifies that Provider <br />has not been identified and has not utilized the services of any agent or subcontractor <br />identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81 for this <br />Agreement. <br /> <br />h. Non-Discrimination. Provider shall at all times remain in compliance with all applicable <br />Docusign Envelope ID: 03850B83-8F26-4ECE-AC84-31E6F24E51D6