OTHER-2025-103-Approval of a Contract with O’Brien Atkins for Design and Engineering Services for the renovation of the Link center

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Docusign Envelope ID: ED9774D9-ACOC4CB2-997F-EA672B7B6C5D ADDITIONAL PROVISIONS 12. 1 Confidentiality 12 . 1 . 1 The Designer and its Consultants shall use their best efforts not to disclose or permit the disclosure of any information designated as confidential by either Owner or Designer relating to the Project, except to its agents, employees and other Consultants who need such confidential information in order to properly perform their duties relative to this Agreement. 12.2 Limitation and Assignment 12 .2 . 1 The Owner and the Designer each bind themselves, their successors, assigns and legal representatives to the terns of this Agreement. Neither the Owner nor the Designer shall assign or transfer its interest in this Agreement without the written consent of the other. There are no third party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and pennitted assigns), any rights, remedies, or obligations. 12.3 Governing Law 12 .3 . 1 The Owner and the Designer agree this Agreement is governed by the laws of the State of North Carolina and Orange County. Designer shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules , and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync. gov/departments/purchasing_ division/contracts .php.). Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County . This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Designer certifies that it has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G. S . 147-86. 58 . By executing this Agreement Designer certifies that Designer has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G. S . 147-86. 81 . By executing this Agreement Designer affirms it is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes . 12.4 Dispute Resolution 12.4. 1 Any dispute arising under pursuant to the Project shall be addressed under the terms of the Dispute Resolution Rules and Procedures for Orange County Design, Building Construction, Renovation, and Repair Projects . These rules and regulations are available upon request. 12.4. 2 Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non- performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina, and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions . 12 . 5 Extent of Agreement 12. 5 . 1 This Agreement represents the entire and integrated agreement between the Owner and the Designer and supersedes all prior negotiations, representations or agreements, either written or oral . This Agreement may be amended only by written instrument signed by both the Owner and the Designer. 12. 6 Severability 12 . 6 . 1 If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be enforceable without such provision. 13 Revised 01/24