Public Township Council Meeting — Packet

22. Waiver of Jury Trial. To the extent waiver is permitted by law, the parties waive trial by jury in any action or proceeding brought in connection with this Agreement or the premises. 23. Captions. The captions in this Agreement are included for convenience only and shall not be taken into consideration in any construction or interpretation of this Agreement or any of its provisions. 24. No Assignment. The Licensee is not permitted to assign any aspect of this Agreement to any entity or person without the express written consent of the Township which consent may be withheld by the Township, in its sole discretion. 25. Licensee's Non-Profit Existence and Board of Trustees. The Licensee represents and warrants that it is and will remain a non-profit organization organized in accordance with the Internal Revenue Code provisions 501(c)(3). The Licensee's sole purpose and mission shall be to further the arts and cultural enrichment. Specifically, the Licensee shall be organized to (i) operate the performing arts center in the Township of West Orange for the cultural and educational benefit of the community, and (ii) to develop, produce and promote events of a musical or theatrical nature for the benefit of the Township. The Licensee agrees that its Board of Trustees will consist of the following: i. The Mayor and the Township Council shall each be permitted to appoint one (1) non-voting liaison to the Licensee's Board of Trustees and the Business Administrator or his/her designee of the Township shall be notified not less than five (5) days before all Board of Trustees meetings; ii. The Township Business Administrator shall be provided with a copy of all minutes, resolutions and other actions by the Licensee's Board of Trustees within five (5) days of any such meetings or actions; iii. The Township shall be provided with financial statements not less than quarterly which shall provide a full accounting of all income, assets, disbursements, liabilities, grants and other financial information; and iv.

provide a full accounting of all income, assets, disbursements, liabilities, grants and other financial information; and iv. If any aspect of Licensee's operations fail to comply with the terms herein, the Township may terminate this Agreement on five (5) days written notice. 26. Agreement Binding on Successors, Representatives, and Assigns. The provisions of this Agreement shall apply to, bind, and inure to the benefit of Township andLicensee, their successors, legal representatives, and assigns. It is understood that the term “Township” as used in this Agreement means only the owner, or the mortgages in possession, or the lessee for the time being, of the Building, so that if the Building is sold or leased or if the mortgagee takes possession of the premises, Township shall be entirely freed and relieved of all covenants and obligations of Township accruing after such sale, Agreement, or taking of possession, and it shall be deemed without further agreement that the purchaser, the lessee, or the mortgagee in possession has assumed and agreed to carry out any and all of Township’s covenants and obligations. 27. Dissolution. In the event of dissolution of Licensee, any and all assets 4