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14 <br />Revised 06/21 <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 <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 Pro ject 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 />DocuSign Envelope ID: 3D4D20DD-E384-4780-B168-B7B2CCA4B00B