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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 Aare not consistent with terms of <br />this Contract, this Contract shall have preference; provided that where either Exhibit A or <br />Us 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. Assignment: 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prior agreements, understandings and discussions are hereby superseded by this Contract.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 hart 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 />httns://www.nctreasurer.com/inside- the - department /OuenGovemment/Pages/Iran- <br />Divestment- Act- Resources.asnx. 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 S 1,000 or more." <br />15. Term: This Contract, unless amended as provided herein, shall be in effect until <br />December 31, 2019. <br />This Contract is between the Town of Chapel Hill and ORANGE COUNTY NC forjadvertising <br />on Town Transit vehicles. This contract is for one (1) FULL BUS WRAP for twelve (12) <br />months. <br />Small Service Contract Format Revised 9/2016 Page 2 of 3 <br />