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<br /> <br /> Page 4 of 6 <br /> <br />© MBP 2012. All Rights Reserved. (Revised 03 2022) <br />(2) designate a person to act as the Client’s representative for the Services who shall have the authority to <br />transmit instructions, receive instructions and information, and interpret and define Client’s policies and <br />requests for MBP’s Services. The Client shall also provide access to and make all provisions for MBP to enter, <br />without cost, limitation, or burden to MBP, the project site or any other public/private property as required <br />for MBP to perform the work, including the use of scaffolds or similar mechanical equipment. MBP is entitled <br />to rely upon the information provided by the Client. <br /> <br />MBP’s estimated budget does not include the costs for a field office, its furnishings, utilities, internet service, <br />or other on-site equipment, which, MBP has assumed, will be provided by the Client at no additional cost to <br />MBP. <br />15. ASSIGNMENTS/SUBCONTRACTING <br />This Agreement and the rights and duties hereunder will not be assigned, subcontracted, or transferred by <br />either Party, in whole or in part, without the other Party’s prior written approval. <br />16. WAIVERS <br />No waiver by either Party of any default by the other party in the performance of any provision of this <br />Agreement, will operate as or be construed as a waiver of any future default, whether like or different in <br />character. <br />17. REMEDIES <br />The rights and remedies provided in this Agreement to MBP shall be cumulative with and in addition to the <br />rights and remedies otherwise available to MBP at law, in equity, or elsewhere provided herein. <br />18. DELAYS <br />MBP shall not be responsible for delays caused by factors beyond MBP’s reasonable control, including but not <br />limited to delays because of strikes, lockouts, work slowdowns or stoppages, government ordered industry <br />shutdowns, power or server outages, acts of nature, widespread infectious disease outbreaks (including, but <br />not limited to epidemics and pandemics), failure of any go vernmental or other regulatory authority to act in a <br />timely manner, failure of the Client to furnish timely information or approve or disapprove of MBP’s services <br />or work product, or delays caused by faulty performance by the Client’s or by contractors of any level. When <br />such delays beyond MBP’s reasonable control occur, the Client agrees that MBP shall not be responsible for <br />damages, nor shall MBP be deemed in default of this Agreement. <br />19. DISPUTES, JURISDICTION AND VENUE <br />The Parties hereto agree and stipulate that this Agreement shall be deemed to have been entered into in the <br />Commonwealth of Virginia. This Agreement shall be construed and administered in accordance with the laws <br />of the Commonwealth of Virginia (notwithstanding any Virginia choice of law or conflict of law principles). Any <br />claim or cause of action arising out of or connected with this Agreement shall be brought exclusively in a court <br />of competent jurisdiction in Fairfax County, Virginia and the Parties hereto agree to submit to the per sonal <br />jurisdiction of such courts, and waive all objections to such jurisdiction and venue. If either Party is not a <br />resident of the Commonwealth of Virginia at the time of such action, then such Party irrevocably appoints the <br />Secretary of the Commonwealth of Virginia as the agent for the purpose of accepting service of process in <br />Virginia. All Parties hereby waive trial by jury in any action, proceeding, claim or counterclaims brought by any <br />party in connection with any matter arising out of or in any way connected with this Agreement. Any disputes <br />shall be subject to a good faith attempt by both Parties to resolve such matters through negotiations between <br />chosen executives of each of the Parties. Such efforts are agreed to be a condition precedent to the r ight of <br />either Party to initiate litigation as a means of resolving any dispute under this Agreement. <br />20. AGREEMENT NOT TO SOLICIT OR HIRE PERSONNEL <br />MBP and the Client covenant and agree that during the term of this Agreement and for a period of one (1) <br />year after the Contract’s completion or termination date, neither party shall for whatever reason solicit for <br />employment or induce to leave, employ, or hire any employees or single individual subconsultants (sometimes <br />referred to as IRS 1099 workers) of the other party who have provided services for the Project to which this <br />Agreement applies. <br />Docusign Envelope ID: 7CA4BC4F-3EF8-44C1-B1B9-12DF26878683