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12 <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 /> of the execution of this Agreement or any other documents related to the transactions <br /> contemplated hereby. Such officers, agents, or employees shall be deemed to execute this <br /> Agreement in their official capacities only, and not in their individual capacities. This section <br /> shall not relieve any such officer, agent or employee from the performance of any official <br /> duty provided by law. <br /> 24. Verification of Work Authorization; Iran Divestment Act: <br /> All Parties, and any permitted subcontractors, shall comply with Article 2, Chapter 64, of <br /> the North Carolina General Statutes. The Parties hereby certify that they, and all permitted <br /> 10 <br /> Global Agreement for Transit Capital Infrastructure <br /> Go Triangle, FY2025 <br /> Contract#YY-XXX <br />