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5 <br /> <br />9.5 Suspension <br /> <br />9.5.1 County may suspend the work at any time for County’s convenience and without penalty <br />to County upon three (3) days’ notice to Consultant. Upon any suspension by County, Consultant shall <br />discontinue the work and shall not resume the work until notified to proceed by County. <br /> <br />ARTICLE 10 ADDITIONAL PROVISIONS <br /> <br /> 10.1 Relationship of Parties <br /> <br /> 10.1.1 Consultant is an independent contractor of the County. Neither Consultant nor any <br />employee of the Consultant shall be deemed an officer, employee or agent of the County. Consultant's <br />personnel shall not be employees of, or have any contractual relationship with, the County. <br /> <br /> 10.2 Limitation and Assignment <br /> <br /> 10.2.1 The County and the Consultant each bind themselves, their successors, assigns, and legal <br />representatives to the terms of this Agreement. Neither the County nor the Consultant shall assign or <br />transfer its interest in this Agreement without the written consent of the other. <br /> <br /> 10.3 Governing Law <br /> <br /> 10.3.1 This Agreement and the duties, responsibilities, obligations and rights of respective <br />parties hereunder shall be governed by the laws of the State of North Carolina. Consultant shall at all <br />times remain in compliance with all applicable local, state, and federal laws, rules, and regulations <br />including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations <br />and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy <br />is incorporated herein by reference and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php). Any violation of this <br />requirement is a breach of this Agreement and County may immediately terminate this Agreement <br />without further obligation on the part of the County. This paragraph is not intended to limit the <br />definition of breach to discrimination. By executing this Agreement Consultant affirms that Consultant <br />and any subcontractors of Consultant are and shall remain in compliance with Article 2 of Chapter 64 of <br />the North Carolina General Statutes. Where applicable, failure to maintain compliance with the <br />requirements of Article 2 of Chapter 64 of the General Statutes constitutes Consultant’s breach of this <br />Agreement. By executing this Agreement Consultant affirms Consultant is in compliance with Article 2 <br />of Chapter 64 of the North Carolina General Statutes. By executing this Agreement, Consultant certifies <br />that Consultant has not been identified, and has not utilized the services of any agent or subcontractor, <br />on the Iran divestment list created by the State Treasurer pursuant to G.S. 147-86.58 and the Israel <br />boycott list created pursuant to G.S. 147-86.81. <br /> <br /> 10.4 Dispute Resolution <br /> <br /> 10.4.1 Any and all suits or actions to enforce, interpret or seek damages with respect to any <br />provision of, or the performance or non-performance of, this Agreement shall be brought in the General <br />Court of Justice of North Carolina sitting in Orange County, North Carolina and it is agreed by the <br />parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The <br />DocuSign Envelope ID: 5A925DBA-D251-412C-BF01-9DC0472075C6