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94 <br /> shall take affirmative action to ensure that qualified applicants are employed and that <br /> employees are treated fairly and legally during employment with regard to their age, race <br /> sex, sexual orientation, gender identity or expression, creed, national origin or ancestry, <br /> marital or familial status, pregnancy, military status, religious belief or non-belief, or <br /> disability. In the event Implementing Party is determined by the final order of an appropriate <br /> agency or court to be in violation of any non-discrimination provision of federal, state or <br /> local law or this provision, this Agreement may be canceled, terminated or suspended in <br /> whole or in part by COUNTY. Implementing Party certifies that Implementing Party <br /> shall abide by Orange County Ordinance Article I, Sections 15-1 through 15-85. <br /> Failure to abide by said Ordinance is a breach of this Agreement and grounds for <br /> terminating the Agreement for cause and without fault or liability to COUNTY. <br /> 18. Governing Law: <br /> The Parties intend that this Agreement be governed by the law of the State of North <br /> Carolina. Proper venue for any action shall solely be Orange County. <br /> 19. Assignment: <br /> No Party may sell or assign any interest in or obligation under this Agreement without the <br /> prior express written consent of the other Parties. <br /> 20. Independence of the Parties: <br /> Nothing herein shall be construed to modify, abridge, or deny the authority or discretion of <br /> any Party to independently develop, administer, or control transportation projects pursuant <br /> to enumerated authority or funding sources separate from those in this Agreement. <br /> 21. Execution in Counterparts/Electronic Version of Agreement: <br /> This Agreement may be executed in any number of counterparts, each of which shall be <br /> an original and all of which shall constitute but one and the same instrument. Any Party <br /> may convert a signed original of the Agreement to an electronic record pursuant to a North <br /> Carolina Department of Natural and Cultural Resources approved procedure and process <br /> for converting paper records to electronic records for record retention purposes. Such <br /> electronic record of the Agreement shall be deemed for all purposes to be an original <br /> signed Agreement. <br /> 22. No Waiver of Sovereign Immunity: <br /> Nothing in this Agreement shall be construed to mandate purchase of insurance by any <br /> municipality pursuant to N.C.G.S. 160A-485; or to in any other way waive any Party's <br /> defense of sovereign or governmental immunity from any cause of action alleged or brought <br /> against any Party for any reason if otherwise available as a matter of law. <br /> 23. No Waiver of Qualified Immunity: <br /> No officer, agent or employee of any Party shall be subject to any personal liability by reason <br /> 10 <br /> Global Operating Agreement for Transit Capital Infrastructure <br /> Orange County, FY2025 <br /> Contract#YY-XXX <br />