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14 <br /> 11.4.3 A suspension, delay or interruption of the Project shall not terminate this Agreement; provided, however,that if such suspension, delay or <br /> interruption causes a suspension of the Designer's services for a period exceeding ninety (90) days,the Designer's compensation for Basic Services may <br /> be equitably 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 require compliance by the Designer with any <br /> provisions of this Agreement or the waiver by the Owner of any breach of this Agreement shall not constitute a waiver of any claim for damages by the <br /> Owner for any breach of this Agreement or a waiver of any other required compliance with this Agreement by the Designer. <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. <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 <br /> Revised 01/24 <br />