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DocuSign Envelope ID:8433EODF-BA45-445A-8ECO-92271C65CC98 <br /> 12.4.2 Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the <br /> performance or non-performance of,this Agreement shall be brought in the General Court ofJustice of North Carolina <br /> sitting in Orange County, North Carolina,and it is agreed by the parties that no other court shall have jurisdiction or <br /> 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 <br /> supersedes all prior negotiations, representations or agreements,either written or oral.This Agreement may be <br /> amended only by written instrument signed by troth 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 <br /> 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 performance <br /> of this contract shall become the property of the Owner and may be used on any other project without additional <br /> compensation to the Designer. Designer does not warrant the use of the documents by the Owner or by any person or <br /> 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 unless the <br /> Designer and its subconsultants comply with the requirements of Article 2 of Chapter 64 of the North Carolina General <br /> Statutes. Where applicable,failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the <br /> General Statutes constitutes Designer's breach of this Agreement. By executing this Agreement Designer affirms <br /> Designer is in compliance with Article 2 of Chapter 64 of the North 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 <br /> signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina <br /> 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 an the Final Divestment List as created by the State <br /> Treasurer 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. <br /> §147-86.81 nor shall Designer utilize in the performance of this Agreement any subcontultant or consultant identified on <br /> such lists. <br /> 12.11 List of Attachment and Referenced Documents and Priority <br /> 15 <br /> Revised 11/19 <br />