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ensure that in no event shall usage of the Facility discriminate on the basis of race, sex, religion or national
<br />origin.
<br />8. TRANSFER OF OWNERSHIP, OR CLOSING, OF THE FACILITY. If Orange County
<br />ceases to be the owner of the Facility, or if Orange County closes the Facility for use by the general public,
<br />other than temporary closures for purposes of necessary maintenance or repairs, then TOA shall not be
<br />required to make any Sponsorship Fees otherwise becoming due and payable under this Agreement, and may,
<br />at its option, terminate this Agreement. If TOA exercises its right to terminate, then Orange County shall
<br />refund to TOA a prorated portion of the Sponsorship Fee paid for the year in which such termination occurs.
<br />TOA is fully aware that the Facility will be closed for use by the public during the months of November
<br />through March annually. This closure is scheduled to accommodate best turf management practices. This
<br />annually scheduled closure of the Facility is not considered cause for non payment of fees or termination of
<br />this agreement.
<br />INDEMNITY.
<br />(a) To the extent permitted by law, Orange County agrees to indemnify, defend and hold
<br />harmless TOA, its parent, subsidiary and affiliated companies and their respective directors, officers,
<br />employees, agents successors and assigns, from and against any and all claims, damages, liabilities, losses,
<br />government proceedings and costs and expenses, including reasonable attorneys' fees and costs of suit, arising
<br />out of or in connection with (i) any use of the Facility, including the Concessions Building, or activity
<br />conducted thereon, (ii) the negligent or reckless acts or omissions of Orange County, its employees, agents, or
<br />representatives, or (iii) Orange County's breach of this Agreement.
<br />(b) TOA agrees to indemnify, defend and hold harmless Orange County, its parent,
<br />subsidiary and affiliated companies and their respective directors, officers, employees, agents, successors and
<br />assigns, from and against any and all claims, damages, liabilities, losses, government proceedings and costs
<br />and expenses, including reasonable attorneys' fees and costs of suit, arising out of or in connection with (i) the
<br />negligent or reckless acts or omissions of TOA, its employees, agents, or representatives, (ii) the use of the
<br />TOA Marks as otherwise permitted in this Agreement, or (iii) TOA's breach of this Agreement.
<br />(c) Each party shall promptly notify the other party of any suit or threat of suit of which
<br />that party becomes aware which may give rise to a right of indemnification pursuant to this Agreement. The
<br />parties agree to cooperate in the settlement or defense of any such claim, demand, suit or proceeding.
<br />(d) In the event of a breach or threatened breach of this Agreement by the other party, the
<br />non-breaching party shall be entitled, in addition to any other remedies available to it, to obtain relief by way
<br />of injunction or other equitable relief.
<br />10. COMPLIANCE WITH LAWS. In the course of their respective performances under this
<br />Agreement, both parties shall comply with all applicable federal, state and local laws and regulations,
<br />including, without limitation, laws and regulations pertaining to trademark and copy rights.
<br />11. NOTICES. STATEMENTS_ AND PAYMENTS. All notices, statements and payments
<br />required hereunder shall be sent by fax and overnight mail, or first class mail, or by wire transfer, as
<br />appropriate, to the parties at the following addresses:
<br />For Orange County: Lori N. Taft, Director
<br />Orange County Parks and Recreation Department
<br />P.O. Box 8181
<br />Hillsborough, NC 27278
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