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DocuSign Envelope ID: D95350Bl-D497-4ADC-AE79-464lB26D4117 <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 laws, <br /> rules, and regulations including but not limited to all state and federal anti-discrimination laws, <br /> policies,rules, and regulations and the Orange County Non-Discrimination Policy and the Orange <br /> County Living Wage Policy(both policies are incorporated herein by reference and may be viewed <br /> at hqp://www.orangecolMlync.gov/departments/Turchasing division/contracts.php). Any <br /> violation of this requirement is a breach of this Agreement and County may immediately terminate <br /> this Agreement without further obligation on the part of the County. This paragraph is not intended <br /> to limit the definition of breach to discrimination. By executing this Agreement Consultant affirms <br /> that Consultant and any subcontractors of Consultant are and shall remain in compliance with <br /> Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to <br /> maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes <br /> constitutes Consultant's breach of this Agreement. By executing this Agreement Consultant <br /> affirms Consultant is in compliance with Article 2 of Chapter 64 of the North Carolina General <br /> Statutes. By executing this Agreement, Consultant certifies that Consultant has not been <br /> identified, and has not utilized the services of any agent or subcontractor identified, on the Iran <br /> divestment list created by the State Treasurer pursuant to G.S. 147-86.58 or the Israel boycott list <br /> created pursuant to G.S. 147-86.81. <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 suits <br /> or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of <br /> such suit or action. <br /> 10.5 Extent of Agreement <br /> 10.5.1 This Agreement, together with the RFQ and attachments distributed by the <br /> County and the Consultant's submitted response to the RFQ, all of which constitute the Contract <br /> Documents,represents the entire and integrated agreement between the County and the Consultant <br /> and supersedes all prior negotiations, representations or agreements, either written or oral. In the <br /> Revised 11/19 <br /> 6 <br />