Orange County NC Website
Browse       Search
DocuSign Envelope ID: D488A4DA-6COC-4F1F-A676-98CFE932E2B5 <br /> for consideration of the Owner. Such amendment or extension shall be effective only upon the written <br /> approval of the Owner,which will not be withheld unreasonably. <br /> 11.4.3 A suspension, delay or interruption of the Project shall not terminate this Agreement; provided, <br /> however,that if such suspension, delay or interruption causes a suspension of the Designer's services for a <br /> period exceeding ninety(90)days,the Designer's compensation for Basic Services may be equitably <br /> adjusted upon mutual agreement of the parties. <br /> 11.5 Waiver <br /> 11.5.1 The payment of any sums by the Owner under this Agreement or the failure of the Owner to <br /> require compliance by the Designer with any provisions of this Agreement or the waiver by the Owner of <br /> any breach of this Agreement shall not constitute a waiver of any claim for damages by the Owner for any <br /> breach of this Agreement or a waiver of any other required compliance with this Agreement by the <br /> Designer. <br /> 11.5.2 Owner and Designer mutually waive any claim against each other for consequential damages. <br /> Consequential Damages include: <br /> A. Damages incurred by Owner for loss of use, income,financing, or business. <br /> B. Damages incurred by Designer for office expenses, including personnel, loss of financing, <br /> profit, income, business, damage to reputation,or any other non-direct damages. <br /> ARTICLE 12 <br /> ADDITIONAL PROVISIONS <br /> 12.1 Confidentiality <br /> 12.1.1 The Designer and its Consultants shall use their best efforts not to disclose or permit the disclosure <br /> of any confidential information relating to the Project, except to its agents, employees and other <br /> Consultants who need such confidential information in order to properly perform their duties relative to <br /> this Agreement. <br /> 12.2 Limitation and Assignment <br /> 12.2.1 The Owner and the Designer each bind themselves,their successors, assigns and legal <br /> representatives to the terms of this Agreement. Neither the Owner nor the Designer shall assign or transfer <br /> its interest in this Agreement without the written consent of the other. <br /> 12.3 Governing Law <br /> 12.3.1 This Agreement and the duties, responsibilities, obligations and rights of respective parties <br /> hereunder shall be governed by the laws of the State of North Carolina. <br /> 12.4 Dispute Resolution <br /> 12.4.1 Any dispute arising under pursuant to the Project shall be addressed under the terms of the <br /> Dispute Resolution Rules and Procedures for Orange County Design, Building Construction, Renovation, and <br /> Repair Projects. These rules and regulations are available upon request. <br /> 12.4.2 Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, <br /> or the performance or non-performance of,this Agreement shall be brought in the General Court of Justice <br />