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i <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 /> E <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 , I <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 /> c <br /> i <br /> Article XII <br /> Other Provisions <br /> E <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 . e <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 />