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DocuSign Envelope ID:85F8B674-BOBO-49DD-905E-B4A3D145C169
<br /> For Orange County; Clarence G. Grier, Assistant County Manager and CFO
<br /> Orange County Manager's Office
<br /> P.O. Box 8181
<br /> Hillsborough,NC 27278
<br /> For TOA: Charles Wilson, CEO
<br /> Triangle Orthopaedic Associates, P,A,
<br /> 120 William Penn Plaza
<br /> Durham,NC 27704
<br /> Either party may change its Approval Coordinators upon written notice to the other party in
<br /> accordance with this Agreement,
<br /> 7. MAINTENANCE OF FACILITY NON-DISCRIMINATION. During the Term of this
<br /> Agreement and any extensions or renewals thereof, Orange County shall maintain the Facility, the
<br /> Concessions Building and the signage thereon in a good, professional and safe condition. Orange County
<br /> shall ensure that in no event shall usage of the Facility discriminate on the basis of race, ethnicity, color,
<br /> creed,religion, national origin,gender,disability,age,veteran status or familial status.
<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
<br /> public, other than temporary closures for purposes of necessary maintenance or repairs, then TOA shall
<br /> not be required to make any Sponsorship Fees otherwise becoming due and payable under this
<br /> Agreement, and may,at its option, terminate this Agreement. If TOA exercises its right to terminate, then
<br /> Orange County shall refund to TOA a prorated portion of the Sponsorship Fee paid for the year in which
<br /> such termination occurs. TOA is fully aware that the Facility will be closed for use by the public during
<br /> the months of November through March annually, This closure is scheduled to accommodate best turf
<br /> management practices. This annually scheduled closure of the Facility is not considered cause for non-
<br /> payment of fees or termination of this Agreement.
<br /> 9. INDEMNITY,
<br /> (a) To the extent permitted by law, Orange County agrees to indemnify, defend and
<br /> hold 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,
<br /> losses, government proceedings and costs and expenses, including reasonable attorneys' fees and costs of
<br /> suit, arising out of or ill Connection with(i)any use of the Facility, including the Concessions Building, or
<br /> activity conducted thereon, (ii) the negligent or reckless acts or omissions of Orange County, its
<br /> employees,agents,or representatives, or(iii)Orange Comity'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
<br /> and assigns, from and against any and all claims, damages, liabilities, losses, government proceedings and
<br /> costs and expenses, including reasonable attorneys' fees and costs of suit, arising Out of or in connection
<br /> with (i) the negligent or reckless acts or omissions of TOA, its employees, agents, or representatives,
<br /> (ii)the use of the TOA Marks as otherwise permitted in this Agreement, or (iii) TOA's breach of this
<br /> Agreement.
<br /> (c) Each party shall promptly notify the other party of any suit or threat of suit of
<br /> which that party becomes aware which may give rise to a right of indemnifi cation pursuant to this
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<br /> TRI 89008560
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