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ARTICLE 10 ADDITIONAL PROVISIONS <br /> 10.1 Relationship of Parties <br /> 10.1.1 Consultant is an independent contractor of the County. Neither Consultant nor <br /> any employee of the Consultant shall be deemed an officer, employee or agent of the County. <br /> Consultant's personnel shall not be employees of, or have any contractual relationship with the <br /> County. <br /> 10.2 Limitation and Assignment <br /> 10.2.1 The County and the Consultant each bind themselves, their successors, assigns <br /> and legal representatives to the terms of this Agreement. Neither the County nor the Consultant <br /> shall assign or transfer its interest in this Agreement without the written consent of the other. <br /> 10.3 Governing Law <br /> 10.3.1 This Agreement and the duties, responsibilities, obligations and rights of <br /> respective parties hereunder shall be governed by the laws of the State of North Carolina. <br /> 10.4 Dispute Resolution <br /> 10.4.1 Any and all suits or actions to enforce, interpret or seek damages with respect to <br /> any provision of, or the performance or non-performance of, this Agreement shall be brought in <br /> the General Court of Justice of North Carolina sitting in Orange County, North Carolina and it is <br /> agreed by the parties that no other court shall have jurisdiction or venue with respect to such <br /> suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the <br /> bringing of such suit or action. <br /> 10.5 Extent of Agreement <br /> 10.5.1 This Agreement, together with the Request for Proposals together with <br /> attachments distributed by the County and the Consultant's submitted Proposal, all of which <br /> constitute the Contract Documents, represents the entire and integrated agreement between the <br /> County and the Consultant and supersedes all prior negotiations, representations or agreements, <br /> either written or oral. In the event of a conflict among the terms of the Contract Documents, the <br /> priority of documents shall be This Agreement, the County's Request for Proposals, attachments <br /> to the County's Request for Proposals, and the Consultant's Proposal. This Agreement may be <br /> amended only by written instrument signed by both parties. Modifications may be evidenced by <br /> facsimile signatures. <br /> 10.6 Severability <br /> 10.6.1 If any provision of this Agreement is held as a matter of law to be <br /> unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. <br /> 10.7 Ownership of Deliverables <br /> Revised July 2010 <br /> 7 <br />