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13 <br />Revised 01/24 <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 information designated <br />as confidential by either Owner or Designer relating to the Project, except to its agents, employees and other Consultants who need such <br />confidential information in order to properly perform their duties 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 <br />Agreement. Neither the Owner nor the Designer shall assign or transfer its interest in this Agreement without the written consent of the <br />other. There are no third party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on <br />any person other than the parties hereto (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. <br />Designer shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not <br />limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy <br />and Orange County Living Wage Policy (each Orange 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 <br />Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is <br />not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Designer certifies that it has <br />not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer <br />pursuant to G.S. 147-86.58. By executing this Agreement Designer certifies that Designer 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. 147-86.81. By executing this <br />Agreement Designer affirms it is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. <br /> <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 <br />Procedures for Orange County Design, Building Construction, Renovation, and Repair Projects. These rules and regulations are available <br />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- <br />performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North <br />Carolina, and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. <br />12.5 Extent of Agreement <br />12.5.1 This Agreement represents the entire and integrated agreement between the Owner and the Designer and supersedes all prior <br />negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by <br />both the Owner and the Designer. <br />12.6 Severability <br />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 <br />enforceable without such provision. <br />Docusign Envelope ID: ED9774D9-AC0C-4CB2-997F-EA672B7B6C5D