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15 <br />13.9 Counterparts. This Agreement may be executed in counterparts which, when taken <br />together, shall constitute one and the same instrument. <br />13.10 Force Majeure. Neither party shall be liable hereunder by reason of any failure or <br />delay in the performance of its obligations hereunder (except for the payment of <br />money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, <br />explosions, acts of God, war, terrorism, governmental action, labor conditions, <br />earthquakes, material shortages, or any other cause (whether or not similar to any of <br />the foregoing) beyond the reasonable control of such party (each a “Force Majeure <br />Event”). Upon the occurrence of a Force Majeure Event, the non-performing party <br />will be excused from any further performance of its obligations effected by the <br />Force Majeure event for so long as the Force Majeure event continues and such <br />party continues to sue commercially reasonable efforts to recommence <br />performance. Either party has the right to terminate this Agreement if a force <br />majeure event suspends performance of its obligations under this Agreement for <br />ninety (90) days or more. <br />Governing Law and Forum. This Agreement and all claims related to it, its <br />execution or the performance of the parties under it, shall be construed and <br />governed in all respects according to the laws of the State of North Carolina, <br />without regard to the conflict of law provisions thereof. Any dispute arising <br />hereunder which cannot be informally resolved shall be brought solely and <br />exclusively in the federal or state courts sitting in the State of North Carolina, and <br />each party hereby consents to the sole and exclusive jurisdiction and venue of such <br />courts with regard to such actions. UNCHCS shall at all times remain in compliance <br />with all applicable local, state, and federal laws, rules, and regulations including but <br />not limited to all state and federal anti-discrimination laws, policies, rules, and <br />regulations and the Orange County Non-Discrimination Policy and the Orange <br />County Living Wage Policy (each policy is incorporated by reference and may be <br />viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php). <br />Any violation of this requirement is a breach of the Agreement, and CLIENT may <br />immediately terminate this Agreement without further obligation on part of <br />CLIENT. By executing this Agreement, UNCHCS affirms that UNCHCS is and <br />shall remain in compliance with Article 2 of Chapter 64 of the North Carolina <br />General Statutes. By executing this Agreement, UNCHCS certifies that UNCHCS <br />has not been identified and has not utilized the services of any agent or <br />subcontractor on the list created by the State Treasurer pursuant to G.S. 147-86.58. <br />17