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DocuSign Envelope ID: D488A4DA-6COC-4F1F-A676-98CFE932E2B5 <br /> of North Carolina sitting in Orange County, North Carolina, and it is agreed by the parties that no other <br /> 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 <br /> Designer and supersedes all prior negotiations, representations or agreements, either written or oral.This <br /> Agreement may be amended only by written instrument signed 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 <br /> this Agreement shall be 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 <br /> performance of this contract shall become the property of the Owner and may be used on any other project <br /> without additional compensation to the Designer. Designer does not warrant the use of the documents by <br /> the Owner or by any person or entity for any purpose other than the Project as 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 <br /> unless the Designer and its subconsultants comply with the requirements of Article 2 of Chapter 64 of the <br /> North Carolina General Statutes. Where applicable,failure to maintain compliance with the requirements <br /> of Article 2 of Chapter 64 of the General Statutes constitutes Designer's breach of this Agreement. By <br /> executing this Agreement Designer affirms Designer is in compliance with Article 2 of Chapter 64 of the <br /> North Carolina General Statutes. <br /> 12.9 Electronic Signatures <br /> 12.9.1 This Agreement together with any amendments or modifications maybe executed electronically. <br /> All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and <br /> 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 <br /> by the State Treasurer pursuant to N.C.G.S. § 147-86.58 or the final boycott list created by the State <br /> Treasurer pursuant to N.C.G.S. §147-86.81 nor shall Designer utilize in the performance of this Agreement <br /> any subconsultant 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 <br /> attachment and referenced documents are listed in this Section 12.11.1 and are incorporated herein and <br /> made part of this Agreement by reference. In the event of any inconsistency between or among the terms <br /> of this Agreement and any of the incorporated listed documents such inconsistency or conflict shall be <br /> interpreted in the following order of priority: <br /> This Agreement <br />