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DocuSign Envelope ID:E6F43379-1222-4E8A-B321-4136D55A5120 <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. <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 <br /> suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the <br /> bringing of such suit or action. Under no circumstances shall any dispute be addressed through <br /> binding arbitration. <br /> 10.5 Extent of Agreement <br /> 10.5.1 This Agreement, together with the Request for Proposals together with <br /> attachments distributed by the County and the Consultant's submitted Proposal, all of which <br /> constitute the Contract Documents, represents the entire and integrated agreement between the <br /> County and the Consultant and supersedes all prior negotiations, representations or agreements, <br /> either written or oral. In the event of a conflict among the terms of the Contract Documents, the <br /> priority of documents shall be This Agreement, the County's Request for Proposals, attachments <br /> to the County's Request for Proposals, the Consultant's Proposal. This Agreement may be <br /> amended only by written instrument signed by both parties. Modifications may be evidenced by <br /> facsimile signatures. <br /> 10.6 Severability <br /> 10.6.1 If any provision of this Agreement is held as a matter of law to be <br /> unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. <br /> 10.7 Ownership of Deliverables <br /> Revised 2/17 <br /> 6 <br />