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6 <br /> <br /> 9.4 Waiver <br /> <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 /> <br /> 9.5 Suspension <br /> <br /> 9.5.1 County may suspend the work at any time for County’s convenience and without <br />penalty to County upon three (3) days’ notice to Consultant. Upon any suspension by County, <br />Consultant shall discontinue the work and shall not resume the work until notified to proceed by <br />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 <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 /> <br /> 10.2 Limitation and Assignment <br /> <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 /> <br /> 10.3 Governing Law <br /> <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 C arolina. By <br />executing this Agreement Consultant affirms that Consultant and any subcontractors of Consultant <br />are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General <br />Statutes. Where applicable, failure to maintain compliance with the requirements of Article 2 of <br />Chapter 64 of the General Statutes constitutes Consultant’s breach of this Agreement. By <br />executing this Agreement Consultant affirms Consultant is in compliance with Article 2 of Chapter <br />64 of the 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 subcontractor <br />identified, on the Iran divestment list created by the State Treasurer pursuant to G.S. 147-86.58 or <br />the Israel boycott list created pursuant to G.S. 147-86.81. <br /> <br /> 10.3.2 Non-Discrimination. Consultant shall at all times remain in compliance with all <br />applicable local, state, and federal laws, rules, and regulations including but not limited to all state <br />and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non- <br />Discrimination Policy and the Orange County Living Wage Policy (both policies are incorporated <br />herein by reference and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php). Any violation of <br />this requirement is a breach of this Agreement and County may immediately terminate this <br />DocuSign Envelope ID: F4067998-FFF7-46D8-9A00-3615ECBE25B8