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Docusign Envelope ID: 66EOAE4A-535D-8369-8247-DA98669A927A <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 maybe 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-Veri <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 maybe 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 /> 13 <br /> Revised 01/24 <br />