2025-462-E-DEAPR-Recreation Factory Partners-portsplex Management Agreement

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The Owner and Manager acknowledge that the Owner is a local government and a political subdivision of the State of North Carolina and as such is subject to the Public Records Laws of the State of North Carolina. The Owner's agreement contained in this section to assert this claim does not require the Owner to violate any such laws and does not require the Owner to litigate and pay for the litigation of the right to withhold access to or copies of such claimed Confidential Information. The Owner agrees to notify Manager of any such request it receives under the Public Records Laws of North Carolina for access, copies, or use of the Confidential Information and agrees that Manager may, at its election and expense, direct its attorneys to defend the claim in the Owner's name provided Manager agrees in writing, before undertaking such a defense, to indemnify and hold the Owner, its officials, officers, and employees, harmless from any consequence of the defense. Nothing in this section requires the Owner, its officials, officers, or employees, to subject itself and themselves to criminal or civil liability and each may independently act in good faith to protect itself and themselves from criminal and civil liability. The Manager is fully and solely responsible for all money damages, litigation fees and costs, and legal fees and costs resulting from the defense against producing Confidential Information. The Owner agrees, in good faith, to take all reasonable steps to prevent the unauthorized access, use, or transfer of the Confidential Information. 13.25 Entire Agreement. This Agreement, including any specified attachments or exhibits, constitutes the entire agreement between Owner and Manager with respect to the management and operation of the Facility and supersedes and replaces any previous management agreements entered into or negotiated between Owner and Manager relating to the Facility covered by this Agreement. Except as otherwise provided herein, no change to this Agreement shall be valid unless made by supplemental written agreement executed and approved by Owner and Manager. Except as otherwise provided herein, any amendments, additions, or deletions to this Agreement shall be null and void unless approved by Owner and Manager in writing. Each party to this Agreement hereby acknowledges and agrees that the other party has made no warranties, representations, covenants, or agreements, express or implied, to such party, other than those expressly set forth herein, and that each party, in entering into and executing this Agreement, has relied upon no warranties, representations, covenants, or agreements, express or implied, to such party, other than those expressly set forth herein. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written. For Orange County For Recreation Factory Partners, Inc. ____________________________ _____________________ By:__________________________ By: __________________ Orange County Manager Docusign Envelope ID: 177AA06A-30B4-42FF-A85A-78B5A7C51DBE