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Page 5 <br />8. Governing Law. This Agreement and the duties, responsibilities, obligations and <br />rights of respective parties hereunder shall be governed by the laws of the State of <br />North Carolina. Consultant shall at all times remain in compliance with all <br />applicable local, state, and federal laws, rules, and regulations including but not <br />limited to all state and federal anti-discrimination laws, policies, rules, and <br />regulations and the Orange County Non-Discrimination Policy and Orange <br />County Living Wage policy (each policy is incorporated herein by reference and <br />may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php). <br />Any violation of the requirement is a breach of this Agreement and the County <br />may immediately terminate this Agreement without further obligation on part of <br />the County The paragraph is not intended to limit the definition of breach to <br />discrimination. Pursuant to the terms of North Carolina General Statute 153A- <br />449(b) no county may enter into a contract with a contractor unless the contractor <br />and the contractor’s subcontractors comply with the requirements of Article 2 of <br />Chapter 64 of the North Carolina General Statutes. Where applicable, failure to <br />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 <br />this Agreement Consultant affirms Consultant is in compliance with Article 2 of <br />Chapter 64 of the North Carolina General Statutes. By executing this Agreement, <br />Consultant certifies that Consultant has not been identified, and has not utilized <br />the services of any agent or subcontractor, on the list created by the State <br />Treasurer pursuant to G.S. 147-86.58. <br /> <br />9. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek <br />damages with respect to any provision of, or the performance or non-performance <br />of, this Agreement shall be brought in the General Court of Justice of North <br />Carolina sitting in Orange County, North Carolina and it is agreed by the parties <br />that no other court shall have jurisdiction or venue with respect to such suits or <br />actions. The Parties may agree to nonbinding mediation of any dispute prior to <br />the bringing of such suit or action. <br /> <br />10. Extent of Agreement. This Agreement represents the entire and integrated agreement <br />between the County and the Event Organizer and supersedes all prior negotiations, <br />representations or agreements, either written or oral. This Agreement may be amended <br />only by written instrument signed by both parties. Modifications may be evidenced by <br />facsimile signatures. <br /> <br />11. Severability. 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 <br />Parties. <br /> <br />12. Non-Appropriation. The Event Organizer acknowledges that County is a governmental <br />entity, and the validity of this Agreement is based upon the availability of public funding <br />under the authority of its statutory mandate. In the event that public funds are <br />unavailable and not appropriated for the performance of County’s obligations under this <br />Agreement, then this Agreement shall automatically expire without penalty to County <br />immediately upon written notice to Event Organizer of the unavailability and non- <br />Docusign Envelope ID: 0EC753F8-5E82-4C7A-B3BC-3A3C76E691A3