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Revised 09/25 NP <br />7 <br />County, Licensee shall discontinue all activities until notified to proceed by County. <br />Notice to the on-site representative shall constitute effective notice to the Licensees. <br />f. Either Licensee. For avoidance of doubt, a breach, violation, or default by either Licensee <br />shall constitute a breach, violation, or default by both Licensees, entitling the County to <br />exercise all remedies available under this Agreement. <br />7. Additional Provisions <br />a. Limitation and Assignment. The County and the Licensee each bind themselves, their <br />successors, assigns and legal representatives to the terms of this Agreement. Neither the <br />County nor the Licensee shall assign or transfer its interest in this Agreement without the <br />written consent of the other. <br />b. Laws to Be Observed. The Licensee shall keep fully informed of all Federal, State and <br />local laws, ordinances and regulations, and all orders and decrees of bodies or tribunals <br />having any jurisdiction or authority which may in any manner affect those engaged or <br />employed in the Festival or which in any way affect the Festival. Licensee shall at all <br />times observe and comply with all such laws, ordinances, regulations, orders and <br />decrees; and shall indemnify and hold harmless the County and their agents and <br />employees from any claim or liability arising from or based on the violation of any such <br />law, ordinance, regulation, order, or decree, by the Licensee or by its agents and <br />employees. If during the course of the Agreement any such laws, ordinances and <br />regulations, and all orders and decrees may be changed, the Licensee shall comply fully <br />with the same. Any fines resulting from violations of any regulation are the sole <br />responsibility of the Licensee and the Licensee agrees to indemnify and hold harmless <br />the County and their agents and employees against any assessment of such fines. <br />c. Governing Law. This Agreement and the duties, responsibilities, obligations and rights <br />of respective parties hereunder shall be governed by the laws of the State of North <br />Carolina. By executing this Agreement Licensee affirms that Licensee and any <br />subcontractors of Licensee are and shall remain in compliance with Article 2 of Chapter <br />64 of the North Carolina General Statutes. By executing this Agreement Licensee <br />certifies that Licensee has not been identified, and has not utilized the services of any <br />agent or subcontractor identified, on the list created by the State Treasurer pursuant to <br />G.S. 147-86.58. By executing this Agreement Licensee certifies that Licensee has not <br />been identified, and has not utilized the services of any agent or subcontractor identified, <br />on the list created by the State Treasurer pursuant to G.S. 147-86.81. <br />d. N.C. Sales Tax Guidelines. In accordance with the requirements of N.C. Gen. Stat. § 66- <br />255, each vendor, merchant or similar party must register with the North Carolina <br />Department of Revenue prior to the event and exhibit a valid Certificate of Registration <br />for visual inspection by the event operator at the time of registration. Each must keep the <br />Certificate of Registration prominently displayed, so as to be visible for inspection by <br />patrons at the places or locations at which goods are offered for sale. A print-out or copy <br />of a sales and use tax coupon from the Department’s online registry will suffice. <br />e. Non-Discrimination. Licensee shall at all times remain in compliance with all applicable <br />local, state, and federal laws, rules, and regulations including but not limited to all state <br />and federal non-discrimination laws, policies, rules, and regulations and the Orange <br />County Non-Discrimination Policy and Orange County Living Wage Policy (each policy <br />is incorporated herein by reference and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any <br />violation of the Orange County Non-Discrimination Policy is a breach of this Agreement <br />and County may immediately terminate this Agreement without further obligation on the <br />Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733