3. GIS consulting-tax parcel migration

not that of employee. No statement contained in this agreement shall be construed so as to find PWA or any employee of PWA to be an employee of The County, and PWA and any employee of PWA shall be entitled to none of the rights, privileges or benefits of The County employees. 10. NO-RECRUITMENT The parties hereby agree that while performing services hereunder and for a period of one year thereafter, the parties will not, directly or indirectly, hire or offer to hire any person who is an employee of the other party. 11. SERVICES NOT PROVIDED FOR No claim for services or materials by PWA not specifically provided for in this agreement will be honored by The County. 12. SUB-CONTRACTS PWA shall not enter into sub-contracts for any of the services to be performed hereunder without the prior written consent of The County and such consent shall not be unreasonably withheld. 13. RIGHT TO SUSPEND OR CANCEL The County has the right to suspend (from time to time) the performance of services by PWA under this contract should it determine, in its sole discretion, to do so. The County will give PWA at least 5 days written notice of any such decision. In the event of a suspension, The County will allow PWA a reasonable extension of the term of this agreement. Upon suspension or cancellation of this contract by The County, under this paragraph, PWA will be entitled to be paid a pro rata share of the total amount called for under this agreement for work satisfactorily completed prior to such suspension or cancellation. 14. ENTIRE AGREEMENT It is understood and agreed that the entire agreement of the parties is contained herein and that this agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof. 15. REQUIREMENT OF WRITING Any alterations, amendments, deletions or waivers of the provisions of this agreement shall be valid only when reduced to writing and duly signed by the parties. 3