2019-549-E OPT - GoTriangle GoPass service agreement

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5 12. Miscellaneous: This Agreement constitutes the entire understanding of the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements between the Parties hereto (whether written or oral) and is intended as a final expression of their mutual understanding. This Agreement shall not be modified or amended except in writing signed by each of the Parties hereto and specifically referring to this Agreement. Failure by either Party to exercise any right or remedy under this Agreement does not signify acceptance of the event or waiver of any such right or remedy. Should any part of this Agreement be held unenforceable or invalid, then the validity of or the enforceability of the remaining provisions will not in any way be affected or impaired. Customer may not assign this Agreement in whole or in part without the consent of GoTriangle. Neither Party may bring a legal action against the other more than one (1) year after the date on which cause of action arose. This Agreement may be executed in one or more counterparts, all of which taken together will constitute the Agreement. This Agreement will be governed by and construed in accordance with the laws of the State of North Carolina. This Agreement is the result of negotiations between the Parties, and this Agreement may not be construed in favor of or against any party by reason of the extent to which any Party or its professional advisors participated in the preparation of this Agreement. This Agreement is non-exclusive and shall not be deemed to be a requirements or an output contract. In connection with this Agreement, each Party is an independent contractor. This Agreement establishes and shall only be construed as establishing a contract between unrelated business entities for the provision and purchase of certain services and does not and shall not be deemed to create a joint venture, partnership, fiduciary or agency relationship between the Parties for any purpose. Nothing contained in this Agreement is intended or shall be construed to confer upon any person (other than the Parties hereto), including without limitation GoPass holders, any rights, benefits or remedies of any kind or character whatsoever, or to create any obligations of a Party to any such person, including to any suppliers, customers or subcontractors of a Party. Nothing in the this Agreement shall supersede the rules and regulations of GoTriangle with respect to ridership on GoTriangle routes, and GoTriangle may enforce such rules and regulations against holders of a GoPass in the same manner as they are applied to the general ridership. 13. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. GoTriangle shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti- discrimination laws, policies, rules, and regulations and the Orange County Anti-Discrimination Policy. Any violation of this requirement is a breach of this Agreement and Customer may immediately terminate this Agreement without further obligation on the part of the Customer. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement GoTriangle affirms that GoTriangle is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement GoTriangle certifies that GoTriangle has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58 or the Israel boycott list created pursuant to G.S. 147-86.81. 14. Non Appropriation: GoTriangle acknowledges that Customer is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of Customer’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to Customer immediately upon written notice to GoTriangle of the unavailability and non- appropriation of public funds. DocuSign Envelope ID: 482E99B7-9A3A-4E92-AA6E-2549FE065DDE