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Revised 11/19 <br />6 <br />Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter <br />64 of the 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 and the Israel boycott list created pursuant to G.S. 147-86.81. <br /> <br /> 10.4 Dispute Resolution <br /> <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 /> <br /> 10.5 Extent of Agreement <br /> <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 /> <br /> 10.6 Severability <br /> <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 /> <br /> 10.7 Ownership of Deliverables <br /> <br /> 10.7.1 All Deliverables, together with all supporting materials, source documentation, <br />data collected, field notes, and working drafts, developed in the performance of this Agreement <br />shall become the property of the County and may be used on any other project without additional <br />compensation to the Consultant. The use of the Deliverables by the County or by any person or <br />entity for any purpose other than the Project as set forth in this Agreement shal l be at the full risk <br />of the County. <br /> <br /> 10.8 Non-Appropriation <br /> <br /> 10.8.1 Consultant acknowledges that County is a governmental entity, and the validity of <br />this Agreement is based upon the availability of public funding under the authority of its <br />statutory mandate. <br />DocuSign Envelope ID: F2331C77-666B-4669-8946-6EBDFDE04417