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13 <br />Revised 01/24 <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-performance of, <br />this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina, and it is agreed by the parties <br />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 negotiations, <br />representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the Owner and the <br />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 enforceable without <br />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 shall become the <br />property of the Owner and may be used on any other project without additional compensation to the Designer. Designer does not warrant the use of <br />the documents by 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 unless the Designer and its subconsultants comply <br />with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the <br />requirements of Article 2 of Chapter 64 of the General Statutes constitutes Designer’s breach of this Agreement. By executing this Agreement Designer <br />affirms 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 signatures affixed hereto <br />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 pursuant to N.C.G.S. § <br />147-86.58 or the final boycott list created by the State Treasurer pursuant to N.C.G.S. §147-86.81 nor shall Designer utilize in the performance of this <br />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 attachments and referenced documents are <br />listed in this Section 12.11.1 and are incorporated herein and made part of this Agreement by reference. In the event of any inconsistency between or <br />among the terms of this Agreement and any of the incorporated listed documents such inconsistency or conflict shall be interpreted in the following <br />order of priority: <br />This Agreement <br />Attachment A - Description of the Project <br />Docusign Envelope ID: BB02C4E5-BFD5-435B-82D4-23BE74818CC5