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11 <br /> <br /> <br />on the other hand, is a partner of the other. The Agreement shall not serve to create a <br />joint venture, partnership, trust, or similar such relationship. Neither Party has the right <br />or ability to bind the other to any agreement with a third party or to incur any obligation <br />or liability on behalf of the other Party. <br /> <br />t. Force Majeure. Neither Party’s failure to perform its obligations shall be a breach of <br />this Agreement if such failure is caused by an event beyond its reasonable control, <br />including without limitation, one (1) or more of the following: fire, flood, explosion, <br />invasion, hostilities, act or threat of war, act or threat of terrorism, riot, strike, civil <br />insurrection, acts of public officials, earthquake, hurricane, tornado, other catastrophic <br />natural event or act of God, failure of third party hardware or software, Governmental <br />acts, orders, or restrictions, power or communications failures, or national or regional <br />emergency, pandemic, epidemic, quarantine, or social distancing measures to limit the <br />spread of a contagious or communicable disease; provided that such Party uses <br />reasonable efforts, under the circumstances, to promptly notify the other Party of the <br />cause of such delay and to resume performance as soon as possible in light of the <br />circumstances giving rise to the force majeure event. <br /> <br />u. COVID-19. The Parties acknowledge the uncertainty and risks associated with the <br />Pandemic, and that the University or Lessee may suspend some or all operations or <br />activities. To the extent that any such suspension affects either Party’s ability to meet <br />its performance obligations under the Agreement, the Parties will cooperate in good <br />faith to reasonably modify operations in a way that most nearly reflects the original <br />intent of the Parties with respect to the affected operations. In the event such <br />modification(s) represents a material change to the obligations contained herein, the <br />Parties shall negotiate in good faith a valid, legal, and enforceable Amendment that <br />most nearly reflects the original intent of the Parties with respect to the affected <br />obligations. All other provisions of the Agreement shall remain in full force and effect <br />and shall be liberally construed in order to carry out the intent of the Parties as nearly <br />as possible. <br /> <br />IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder <br />set their hands and seal, all as of the day and year first above written. <br /> <br /> <br />ORANGE COUNTY: THE UNIVERSITY OF NORTH <br />CAROLINA AT CHAPEL HILL: <br /> <br /> <br />By: _________________________________ <br /> Bonnie Hammersley, County Manager <br /> <br /> <br /> <br /> <br />By: __________________________________ <br /> Nathan Knuffman <br /> Interim Vice Chancellor <br /> for Finance and Operations <br />DocuSign Envelope ID: 3663C0BF-8C5D-49C3-903B-FA0BAD67CBC9 <br />12/23/202012/23/2020