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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
<br />DocuSign Envelope ID: 556AD415-916E-4149-B360-9ACEE14E7476
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