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Revised 11/19 6 <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 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 http://www.orangecountync.gov/departments/purchasing_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 /> <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 <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 /> <br /> 10.5 Extent of Agreement <br /> <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 />DocuSign Envelope ID: F08C6043-A165-4B95-9C6F-D2E8524A0B94