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12 <br />Revised 01/24 <br />11.5.2 Owner and Designer mutually waive any claim against each other for consequential damages. 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, profit, income, business, damage to reputation, <br />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 of any confidential information relating to <br />the Project, except to its agents, employees and other Consultants who need such confidential information in order to properly perform their duties <br />relative to 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 representatives to the terms of this Agreement. Neither <br />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 <br />beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto <br />(and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. <br />12.3 Governing Law <br />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 <br />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- <br />discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange <br />County policy is incorporated herein by reference and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php.). Any violation of this requirement is a breach of this Agreement and <br />County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does <br />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 <br />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 <br />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 <br />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 <br />64 of the North Carolina General Statutes. <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 Dispute Resolution Rules and Procedures for Orange <br />County Design, Building Construction, Renovation, and 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, or the performance or non-performance of, <br />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 <br />that no other court shall have jurisdiction or venue with respect to such suits or actions. <br />12.5 Extent of Agreement <br />Docusign Envelope ID: CD6B8E2E-1F22-4A2A-8D72-6C5ADFEB1797