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28 <br /> consent of the other Parties. Notwithstanding the above, nothing herein shall restrict the <br /> rights of any party to contract with any third parties for the implementation of the Orange <br /> County Transit Annual Work Program as contemplated herein. <br /> 11.02 Except as expressly stated herein, this Agreement shall not change the delegation of any duty <br /> previously delegated to Party by federal law, state statute, local ordinance or resolution, and <br /> shall not create any new duty which does not exist under federal law, state statute, local <br /> ordinance or resolution. <br /> 11.03 Nothing herein shall modify, abridge, or deny any authority or discretion of Orange County <br /> with regard to calling for a special election as set forth in N.C.G.S. 163-287 or considering <br /> authorization to conduct a referendum by vote as set forth in N.C.G.S. Chapter 105,Article 43, <br /> Part 3. <br /> 11.04 Nothing herein shall modify, abridge, or deny any authority or discretion of any Party or <br /> municipality to independently develop, administer, or control transportation projects pursuant <br /> to enumerated authority or funding sources separate from the authority and funding sources <br /> outlined in this Agreement. <br /> Article XII <br /> Other Provisions <br /> 12.01 No Third-Party Beneficiaries.This Agreement is not intended for the benefit of any third party. <br /> The rights and obligations contained herein belong exclusively to the Parties hereto and shall <br /> not confer any rights or remedies upon any person or entity other than the Parties hereto. <br /> 12.02 No Waiver of Qualified Immunity. No officer, agent or employee of any party shall be subject <br /> to any personal liability by reason of the execution of this Agreement or any other documents <br /> related to the transactions contemplated hereby. Such officers, agents, or employees shall be <br /> deemed to execute this Agreement in their official capacities only, and not in their individual <br /> capacities.This section shall not relieve any such officer, agent or employee from the <br /> performance of any official duty provided by law. <br /> 12.03 Ethics Provision.The Parties acknowledge and shall adhere to the requirements of N.C.G.S. <br /> 133-32, which prohibits the offer to, or acceptance by any state or local employees of any gift <br /> from anyone with a contract with the governmental entity or from a person seeking to do <br /> business with the governmental entity. <br /> 12.04 Governing Law, Venue.The Parties acknowledge that this Agreement shall be governed by the <br /> laws of the State of North Carolina. Venue for any disputes arising under this Agreement shall <br /> be in the courts of Orange County, North Carolina. <br /> 12.05 Entire Agreement.The terms and provisions herein contained constitute the entire agreement <br /> by and between the parties hereto and shall supersede all previous communications, <br /> representations or agreements, either oral or written between the Parties hereto with respect <br /> to the subject matter hereof. <br /> 12.05 Severability. If any provision of this Agreement shall be determined to be unenforceable by a <br /> court of competent jurisdiction, such determination will not affect any other provision of this <br /> Agreement. <br />