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exclusive jurisdiction over all controversies between the parties which may arise under or <br /> in relation to this Contract. In the event of any dispute between the parties, venue is <br /> properly laid in Orange County, North Carolina for any state court action and in the <br /> Middle District of North Carolina for any federal court action. Contrary to any provision <br /> that may be contained in any exhibit attached hereto the Town shall not consent to 1) <br /> resolving any dispute by means of arbitration and/or 2)waiver of a trial by jury. <br /> 10. Preference: In the event that the terms of Exhibit A are not consistent with terms of <br /> this Contract,this Contract shall have preference; provided that where either Exhibit A or <br /> this Contract establishes higher standards for performance by either party, the higher <br /> standard, wherever located, shall apply. This Contract shall be subject to and further <br /> governed by the Policies and Standards for Advertising on Chapel Hill Transit Facilities <br /> adopted Chapel Hill Town Council December 3, 2012, a copy of which is available for <br /> review at Chapel Hill Transit and the Office of the Town Clerk,Town of Chapel Hill. <br /> 11. Severability: The parties intend and agree that if any provision of this Contract or any <br /> portion thereof shall be held to be void or otherwise unenforceable, all other portions of <br /> this Contract shall remain in full force and effect. <br /> 12. Assiunment: This Contract shall not be assigned without the prior written consent of the <br /> parties. <br /> 13. Entire Agreement: This Contract shall constitute the entire agreement of the parties and <br /> no other warranties, inducements, considerations, promises, or interpretations shall be <br /> implied or impressed upon this Agreement that are not expressly addressed herein. All <br /> prior agreements,understandings and discussions are hereby superseded by this Contract. <br /> 14. Iran Divestment Act Certification: Pursuant to § 147-86.59(a)of the Iran Divestment Act <br /> ("Act"), Contractor hereby certifies that, as of the date of this Contract,Contractor is not <br /> identified in either the Final Divestment List("List")or Iran Parent and Subsidiary <br /> Guidance("Guidance")created and maintained by the North Carolina State Treasurer <br /> ("Treasurer") as published on the Treasurer's website currently located at <br /> https•//www nctreasurer com/inside-the-department/ONnGovemment/Pages/Iran- <br /> Divestment-Act-Resources.asux.Further,in compliance with § 147-86.59(b)of said Act, <br /> Contractor certifies that it will not utilize in performing this Contract any subcontractor <br /> identified in the List or Guidance. This provision applies only to contracts for which the <br /> total amount,including sales tax,is$1,000 or more." <br /> 15. Term: This Contract, unless amended as provided herein, shall be in effect until <br /> December 31, 2018. <br /> Small Service Contract Format Revised 912016 Page 2 of 3 <br />