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Revised 12/18 <br />5 <br />9.4.1 The payment of any sums by the County under this Agreement or the failure of <br />the County to require compliance by the Consultant with any provisions of this Agreement or the <br />waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim <br />for damages by the County for any breach of this Agreement or a waiver of any other required <br />compliance with this Agreement. <br />9.5 Suspension <br />9.5.1 County may suspend the work at any time for County’s convenience and <br />without penalty to County upon three (3) days’ notice to Consultant. Upon any suspension by <br />County, Consultant shall discontinue the work and shall not resume the work until notified to <br />proceed by County. <br />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 />Consultant shall at all times remain in compliance with all applicable local, state, and federal <br />laws, rules, and regulations including but not limited to all state and federal anti-discrimination <br />laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and <br />Orange County Living Wage Policy (each policy is incorporated herein by reference and may be <br />viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). <br />Any violation of this requirement is a breach of this Agreement and County may immediately <br />terminate this Agreement without further obligation on the part of the County. This paragraph is <br />not intended to limit the definition of breach to discrimination. By executing this Agreement <br />Consultant affirms that Consultant and any subcontractors of Consultant are and shall remain in <br />compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. Where <br />applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the <br />General Statutes constitutes Consultant’s breach of this Agreement. By executing this <br />Agreement Consultant affirms Consultant is in compliance with Article 2 of Chapter 64 of the <br />North Carolina General Statutes. By executing this Agreement, Consultant certifies that <br />Consultant has not been identified, and has not utilized the services of any agent or <br />subcontractor, on the Iran divestment list created by the State Treasurer pursuant to G.S. 147- <br />86.58 and the Israel boycott list created pursuant to G.S. 147-86.81. <br />DocuSign Envelope ID: 4513128A-161B-4974-8BA0-1849A799EBA6DocuSign Envelope ID: 5685DE0F-7C00-484C-9731-394CB721E960