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Child Care Provider Registration Agreement Page 21 5.4 NO WAIVER Either party's failure to insist on strict performance of any term or condition of this Agreement shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the non-conforming performance knows of the nature of the performance and fails to object to it. 5.5 WRITTEN AMENDMENTS TO THIS AGREEMENT 1. Except as provided in Sections 3.13, Unilateral Changes to this Agreement, and 5.8, Contract Extension, of this Agreement, this Agreement shall be modified only through a written amendment signed by you and ADES. 2. ADES reserves the right to require additional terms or modifications of the terms of this Agreement whenever it deems such changes necessary to continue compliance with state or federal child care program requirements or to operate within available funds. The additional or modified terms shall be set forth in a written amendment and forwarded to you. You agree to sign and return the amendment within 10 days from the date of your actual receipt of the amendment. If you fail to return the amendment, or if you do not accept any or all of the changes contained in the amendment within the 10-day period, this Agreement shall terminate on the date specified in the notice to all of your ADES Clients notifying them that child care reimbursements to you will cease. This Agreement shall terminate on the date specified in the notice without further obligation or liability to either party. 5.6 PREDECESSOR AND SUCCESSOR CONTRACTS The execution or termination of this Agreement shall not be considered a waiver by the State of any and all rights it may have for damages suffered through a breach of this or prior agreements with you. 5.7 SEVERABILITY The provisions of this Agreement are severable. Any term or condition deemed illegal or invalid shall not affect any other term or condition of the Agreement. 5.8 CONTRACT EXTENSION The State has no obligation to extend or renew this Agreement. However, this Agreement may be extended or renewed for multiple periods, or may be established as a multi-year Agreement in its entirety or in part at the sole option of the State. The Department’s Procurement Officer may exercise the Department’s option to extend or renew the Agreement by unilateral contract amendment; a written amendment to the Agreement signed by both parties shall not be necessary. Any extension or renewal shall be made prior to the end of the Agreement period specified in this Agreement. 5.9 RELATIONSHIP OF PARTIES You are an independent contractor. Neither party to this Agreement shall be deemed to be the employee or agent of the other party to the Agreement. Neither you nor any of your employees shall be considered officers, employees, or agents of the State for unemployment compensation or any other purposes. 6.0 SUSPENSION OF AUTHORIZATIONS The Department may stop authorization of additional children to you if you are: 1. A party to an administrative action involving your license, certificate, approval or permit, subject to an administrative hearing, a cease and desist order, a notice of intent to impose intermediate sanctions, a restraining order, an injunction; or, 2. In violation of lawful child care ratios; or, 3. In violation of the requirements of this Agreement. CCA-1210B (4-16) – Arizona Department of Economic Security