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DocuSign Envelope ID:5775A102-A362-4A15-B549-2FEA82CCA360 <br /> 10.3 Governing Law <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 the <br /> Orange County Living Wage Policy (both policies are incorporated herein by reference and may <br /> be viewed at http://www.oran eg countync. ov�/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 subcontractor <br /> identified, on the Iran divestment list created by the State Treasurer pursuant to G.S. 147-86.58 <br /> or the Israel boycott list created pursuant to G.S. 147-86.81. <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. <br /> 10.5 Extent of Agreement <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 <br /> Consultant and supersedes all prior negotiations, representations or agreements, either written or <br /> oral. In the event of a conflict among the terms of the Contract Documents, the priority of <br /> documents shall be this Agreement, the County's RFQ, attachments to the County's RFQ, and <br /> the Consultant's response to the RFQ. This Agreement may be amended only by written <br /> instrument signed by both parties. Modifications may be evidenced by 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 11/19 (rev031920jcb per dept) <br /> 6 <br />