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600 Hwy 86 N · Hillsborough, North Carolina 27278 <br />Phone (919) 245-2008 · Fax (919) 732-2137 <br />orangecountync.gov/transportation <br /> <br />9. Non-Performance; Force Majeure. To the extent any non-performance or delay by <br />either Party results from or is caused by (a) the actions, omissions or interference of the other <br />Party or the other Party’s employees, contractors or agents or other third parties or (b) the failure <br />or delay of any of the foregoing to perform any conditions required for such Party’s performance <br />of its responsibilities, such non-performance or delay will be excused. Neither Party will be liable <br />to the other Party for any delay or inability to perform its oblig ations or otherwise if such delay <br />or inability arises from any act of God, fire, natural disaster, act of government, act of war <br />(declared or undeclared), act of terrorism (domestic or international), riot, civil disturbance, <br />manufacturer’s shortages or constraints of parts or products, plague, epidemic, pandemic, acts <br />or regulations of public or University authorities (including, without limitation, social distancing <br />measures to limit the spread of a contagious disease), power of government or governmental <br />agency or regulating authority, state of emergency, or any other cause beyond the reasonable <br />control of the Party, whether or not foreseeable. <br /> <br />10. Miscellaneous: This Agreement constitutes the entire understanding of the Parties <br />hereto with respect to the subject matter hereof and supersedes all prior agreements between <br />the Parties hereto (whether written or oral) and is intended as a final expression of their mut ual <br />understanding. This Agreement shall not be modified or amended except in writing signed by <br />each of the Parties hereto and specifically referring to this Agreement. Failure by either Party to <br />exercise any right or remedy under this Agreement does not signify acceptance of the event or <br />waiver of any such right or remedy. Should any part of this Agreement be held unenforceable or <br />invalid, then the validity of or the enforceability of the remaining provisions will not in any way <br />be affected or impaired. Neither Party may assign this Agreement in whole or in part without the <br />consent of the other Party. Neither Party may bring a legal action against the other more than <br />three (3) years after the date on which the cause of action arose. This Agreement may be <br />executed in one or more counterparts, all of which taken together will constitute the Agreement. <br />This Agreement will be governed by and construed in accordance with the laws of the State of <br />North Carolina. This Agreement is the result of negotiations between the Parties, and this <br />Agreement may not be construed in favor of or against any party by reason of the extent to which <br />any Party or its professional advisors participated in the preparation of this Agreement. This <br />Agreement is non-exclusive and shall not be deemed to be a requirement or an output contract. <br />In connection with this Agreement, each Party is an independent contractor. This Agreement <br />establishes and shall only be construed as establishing a contract between unrelated business <br />entities for the provision and purchase of certain services and does not and shall not be deemed <br />to create a joint venture, partnership, fiduciary or agency relationship between the Parties for <br />any purpose. Nothing contained in this Agreement is intended or shall be construe d to confer <br />upon any person (other than the Parties hereto), including without limitation bus pass holders, <br />any rights, benefits or remedies of any kind or character whatsoever, or to create any obligations <br />of a Party to any such person, including to any suppliers, customers or subcontractors of a Party. <br />Nothing in this Agreement shall supersede the rules and regulations of Orange County with <br />respect to ridership on Orange County routes, and Orange County may enforce such rules and <br />regulations against holders of a bus pass in the same manner as they are applied to the general <br />ridership. <br /> <br />DocuSign Envelope ID: 8AC73AB0-2A22-4FC7-8DB1-FF0C0488FA15DocuSign Envelope ID: 0B370F04-E65A-45EA-8AFB-BEABB1BCF9E7