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17 <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 <br /> by 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 /> 12.7 Ownership of Documents <br /> 12.7.1 All designs, drawings, specifications, design calculations, notes and other works developed in the performance of this contract <br /> shall become the property of the Owner and may be used on any other project without additional compensation to the Designer. <br /> Designer does not warrant the use of the documents by the Owner or by any person or entity for any purpose other than the Project as <br /> set forth in this agreement. <br /> 12.8 E-Verify <br /> 12.8.1 Pursuant to the terms of North Carolina General Statutes no county may enter into a contract unless the Designer and its <br /> subconsultants comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, <br /> failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Designer's breach of <br /> this Agreement. By executing this Agreement Designer affirms Designer is in compliance with Article 2 of Chapter 64 of the North <br /> Carolina General Statutes. <br /> 12.9 Electronic Signatures <br /> 12.9.1 This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures <br /> affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. <br /> 12.10 Iran Divestment and Israel Boycott <br /> 12.10.1 Designer certifies that, as of the date listed below, it is not on the Final Divestment List as created by the State Treasurer <br /> pursuant to N.C.G.S. § 147-86.58 or the final boycott list created by the State Treasurer pursuant to N.C.G.S. §147-86.81 nor shall <br /> Designer utilize in the performance of this Agreement any subcontultant or consultant identified on such lists. <br /> 12.11 List of Attachment and Referenced Documents and Priority <br /> 12.11.1 The design documents consist of this Agreement and the attached and referenced documents. The attachment and referenced <br /> documents are listed in this Section 12.11.1 and are incorporated herein and made part of this Agreement by reference. In the event of <br /> 14 <br /> Revised 10/17 <br />