2014-139 AMS - Jeff Spady (5th Wall) for window evaluation at SHSC

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10.1.1 Consultant is an independent contractor of the County. Neither Consultant nor any employee of the Consultant shall be deemed an officer, employee or agent of the County. Consultants personnel shall not be employees of or have any contractual relationship with the County. 10.2 Limitation and Assignment 10.2.1 The County and the Consultant each bind themselves,their successors,assigns and legal representatives to the terms of this Agreement. Neither the County nor the Consultant shall assign or transfer its interest m this Agreement without the written consent of the other. 10.3 Governing Law 103.1 This Amt and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. Consultant shall at all times remain in compliance with all applicable local, state, and federal laws,rules,and regulations including but not limited to all anti-discrimination laws. Purscent to the terms of North Carolina General Statute 153A449(b) no county may enter into a contract with a contractor unless the contractor and the contractor's subcontractors comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable,failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Consultant's breach of this Agreement By executing this Agreement Consultant affmns Consultant is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. E 10.4 Dispute Resolution I F 10.4.1 Any and all suits or actions to enforce,interpret or seek damages with respect to } any provision of, or the performance or non-performance of,this Agreement shall be brought m the General Court of Justice of North Carolina sitting m Orange County,North Carolina and it is l agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or acti . The Parties may agree to nonbinding mediation of any d Vft prior to the bringing of w ich suit or action. 10.5 Extent of Agreement 10.5.1 This Agreement, together with the Request for Proposals together with attachments ffistributed by the County and the Consultant's submitted Proposal, all of which constitute the Contract Documents, represents the entire and integrated agreement between the County and Pe Consultant and supersedes all prior negotiations,representations or agreements, either writte or oral. In the event of a conflict among the terms of the Contract Documents,the � priority ofd ents shall be This Agreement,the County's Request for Proposals, attachments to the Count 's Request for Proposals, the Consultant's Proposal. This Agreement may be amended on]r by written instrument signed by both parties.Modifications may be evidenced by facsimile m, 10.6 Severability Revised 9/13 6