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DocuSign Envelope ID:C8D4FB88-B3C0-4727-B87A-F40BF32228BB <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. <br /> 12.3 Governing Law <br /> 12.3.1 This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the <br /> laws of the State of North Carolina. <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 <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 /> 14 <br /> Revised 07/20 <br />