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DocuSign Envelope ID:3A5D6160-6F78-49BB-BD8D-7406B8F903AB
<br /> 14. NOTICES. Any notice or consent that County or Licensee is required to give to the other under this Agreement shall be
<br /> made in writing and delivered (i) personally by hand delivery; (ii) by United States Postal System certified mail, postage or
<br /> fees prepaid;or(iii) by recognized overnight courier(such as Fed Ex or UPS)to the notice addresses set forth in Paragraph 1
<br /> or to such other notice address as such party shall render to the other at least 10 days prior. Such notice shall be deemed
<br /> effective as of the time and date of delivery.
<br /> 15. SURRENDER. Licensee will vacate the Premises at the end of the Term in a good,and clean condition as the same was at
<br /> the beginning of Licensee's occupancy,excepting ordinary wear and tear,and shall remove all of Licensee's Property from
<br /> the Premises and Studios on or before the end of the Term.
<br /> If Licensee accesses the Premises without County's express written consent after the end of the term,such access shall not
<br /> be deemed to be a renewal of this Agreement but shall result at any time in County being able to take actions to remove
<br /> Licensee and Licensee Property from the Premises and Studios. In addition, Licensee expressly agrees to hold County
<br /> harmless from any and all loss and damages, direct and consequential,that County may suffer in defense of claims by
<br /> parties against County arising out of the access by Licensee, including,without limitation, reasonable attorneys'fees in
<br /> connection with County's defense of such claims.
<br /> 16. COUNTY'S LIABILITY. Licensee agrees that County is not liable to Licensee for any damage to Licensee and Licensee's
<br /> Property due to:The Premises or any part of the Studios being improperly constructed or being or becoming out of repair;
<br /> for voltage surges or inconsistency in the supply of electricity or other utilities;for acts of other Licensees,of guests or of
<br /> visitors in the Studios;or for any injury to Licensee's business or any loss of income therefrom or for any damage to any
<br /> goods,wares, merchandise,or other Licensee Property, Licensee's contractors, agents, employees, invitees,customers,or
<br /> any other person in or about the Studios or the Premises; and County is not liable for injury to the person of Licensee or to
<br /> Licensee's contractors, agents,employees, invitees or customers,whether such damage or injury is caused by or results
<br /> from fire,steam,electricity,gas,water or rain,or from the breakage, leakage,obstruction or other defects of pipes,
<br /> sprinklers,wires,appliances, plumbing,air conditioning or lighting fixtures or from any other cause,whether such damage
<br /> or injury results from conditions arising upon the Premises or upon other portions of the Studios or from other sources or
<br /> places,and regardless of whether the cause of such damage or injury or means of repairing the same is inaccessible to
<br /> Licensee. In the event of any casualty or condemnation of all or a portion of the Studios,County may terminate this
<br /> Agreement immediately,and Licensee shall have no claims against County for damages or for any portion of any resulting
<br /> insurance proceeds or condemnation award.
<br /> 17. COMPLIANCE WITH LAW AND CHOICE OF VENUE. Both parties agree this Agreement shall be governed by the laws of the
<br /> State of North Carolina and Orange County. Any claim or action brought for, by,or against either party shall be brought in
<br /> the General Court of Justice seated in Orange County, North Carolina and no other court shall have jurisdiction.
<br /> Licensee shall at all times remain in compliance with all applicable local,state, and federal laws, rules,and regulations
<br /> including but not limited to all state and federal anti-discrimination laws, policies, rules,and regulations and the Orange
<br /> County Non-Discrimination Policy and Orange County Living Wage Policy(each policy is incorporated herein by reference
<br /> and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.). Any violation of
<br /> this requirement is a breach of this Agreement and County may immediately terminate this Agreement without penalty or
<br /> further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of
<br /> breach to discrimination.
<br /> 18. MISCELLANEOUS. Heading of paragraphs are for convenience only and are not to be considered in construing the meaning
<br /> of the contents of same.The invalidity of any portion of this Agreement shall not have any effect on the balance hereof.
<br /> Should any legal proceedings be instituted involving this Agreement and County shall prevail in such action, Licensee shall in
<br /> addition be liable for the costs and expenses of County in asserting or defending such legal action, including its reasonable
<br /> attorneys'fees.This Agreement is binding upon the respective parties hereto,and upon their heirs, executors, successors,
<br /> and assigns.This Agreement supersedes and cancels all prior negotiations between the parties,and no changes,
<br /> amendments or modifications hereto shall be effective unless in writing signed by the party affected by such change,
<br /> amendment or modification. County reserves the right to promulgate(and change from time to time) reasonable
<br /> regulations it deems appropriate for the common use and benefit of all Licensees,with which regulations Licensee shall
<br /> comply.County may assign this Agreement without the consent of Licensee and without affecting the obligations of
<br /> Licensee hereunder, and upon such assignment,County shall be relieved of all obligations under this Agreement,and the
<br /> term "County" as used in this Agreement shall refer to and mean such successor licensor. If any Deposit or prepaid
<br /> Monthly Fee has been paid by Licensee, County shall transfer the Deposit or prepaid Monthly Fee to County's successor or
<br /> return to Licensee. Licensee agrees to attorn to any successor to County.The singular shall include the plural, and the
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