HomeMy WebLinkAbout2022-649-E-OPT-University of North Carolina Chapel Hill-Public Transit Service
ORANGE COUNTY GOVERNMENT
TRANSPORTATION SERVICES DEPARTMENT
600 Hwy 86 N · Hillsborough, North Carolina 27278
Phone (919) 245-2008 · Fax (919) 732-2137
orangecountync.gov/transportation
UNC BUS PASS PROGRAM AGREEMENT
This Bus Pass Agreement (the “Agreement”) is made this July 1, 2022, by and between
The University of North Carolina at Chapel Hill, a state educational institution, (“University” or
“UNC”), and Orange County Transportation Services, (“Orange County”), whose address is 600
NC 86, Hillsborough, NC 27278. University and Orange County may be individually referred to as
a “Party” and collectively referred to as “Parties” in this Agreement.
The Parties have a shared interest in the conservation of fossil fuel resources and
improved air quality through the reduction of vehicle emissions and decreased traffic congestion.
The Parties also believe that they receive a mutual benefit from an increase in transit ridership
by UNC’s students and employees, and by demonstrating that transit is a convenient and viable
transportation mode.
Finally, the Parties agree that a well-designed bus pass program will provide a wide range
of benefits to Orange County and to UNC’s students and employees, including the provision of
regional mobility options, a reduction of demand for parking and fossil fuels, significant savings
in commuter costs, greater opportunity for community interaction, and enhanced public support.
The bus pass may be a physical Smartcard or a mobile application through Umo (by Cubic) that
allows UNC employees and students to ride fare-free on Orange County. Enrollment in the bus
pass program is at the discretion of UNC. Customer service for using the bus pass is managed by
Orange County.
In consideration of the increased transit ridership opportunities for Orange County and
the reduced bus fare charges for UNC’s students and employees, as well as the mutual promises,
conditions, and obligations herein, the Parties, intending to be legally bound, agree as follows:
1. TERM: The term of this Agreement (the “Term”) shall commence on July 1, 20 22
and expire on June 30, 2023 unless sooner terminated pursuant to Section 6 “Right to Terminate”
of this Agreement. The Parties may renew this Agreement to extend the Term, prior to expiration,
by mutual consent in a writing signed by both Parties. Such renewal (or renewals) may provide
for continuation of this Agreement for up to three (3) consecutive years in total, with updated
and adjusted terms that are agreed upon by the Parties. The activation dates of the bus pass will
align with the UNC permit year (August 1, 2022 through July 31, 2023) and the Term aligns with
2022-23 fiscal year of Orange County.
2. University’s Responsibilities:
2.1 UNC will distribute information and instruction to students and employees
who are members of the University’s Commuter Alternative Program (“CAP”) on how to
complete an online bus pass registration.
DocuSign Envelope ID: 8AC73AB0-2A22-4FC7-8DB1-FF0C0488FA15DocuSign Envelope ID: 0B370F04-E65A-45EA-8AFB-BEABB1BCF9E7
600 Hwy 86 N · Hillsborough, North Carolina 27278
Phone (919) 245-2008 · Fax (919) 732-2137
orangecountync.gov/transportation
2.2 The University agrees to work with Orange County to ver ify registrant
employment or enrollment status and authorize student and employee enrollment in the bus
pass program.
2.3 At the University’s expense, not to exceed $10,000 per year, to develop
internal communications to advertise periodically and to promote the bus pass program to its
students and employees during the Term. The Parties will coordinate the content of the
advertisement to ensure that the advertisement does not violate the terms or intent of this
Agreement, the policies of Orange County, the policies of the University, or applicable laws and
regulations. The University will decide the type, quantity and method of advertisement, but all
communications and advertising regarding this bus pass program must be acceptable and
approved by both Parties.
2.4 To solicit comments, concerns and suggestions from UNC’s students and
employees as to the administration and benefits of the bus pass program and provide the
information to Orange County for evaluation and recommendation. UNC will provide Orange
County with comments, concerns, and suggestions related to UNC ridership.
2.5 To designate an individual (the “University Account Manager”) who will
serve as the primary University representative under this Agreement. The University Account
Manager may be changed by written notice to Orange County.
2.6 To notify Orange County to deactivate accounts in the event of a reported
loss, theft or damage to smartcards and to deactivate the bus pass of any terminated UNC -CH
employee or disenrolled student. The University will transmit a deactivation request report to
Orange County on a regular basis over the Term. Orange County will cease billing the account
once it has received the notice of deactivation from UNC.
3. Orange County Responsibilities: Orange County will allow UNC’s students and
employees who present a valid and current bus pass to ride fare free on all regular Orange County
routes; provided that UNC is obligated to pay Orange County solely for those boardings on
Orange County services that directly serve the University’s properties (i.e. the boarding ends or
begins at a UNC property). Orange County reserves the right to deny bus pass service on services
created by Orange County for special events. Orange County further agrees:
3.1 To track ridership data of individuals presenting a bus pass Mobile or
Smartcard on a daily basis. Such data shall include the number of boardings by all services.
Orange County shall present this information to the University by the 15 th day of the following
month for each month of the Term. Orange County will use commercially reasonable efforts to
ensure the accuracy of this information.
3.2 To provide guidance and suggestions to the University in the development
and implementation of a marketing campaign for the bus pass program.
DocuSign Envelope ID: 8AC73AB0-2A22-4FC7-8DB1-FF0C0488FA15DocuSign Envelope ID: 0B370F04-E65A-45EA-8AFB-BEABB1BCF9E7
600 Hwy 86 N · Hillsborough, North Carolina 27278
Phone (919) 245-2008 · Fax (919) 732-2137
orangecountync.gov/transportation
3.3 To designate an individual (the “Orange County Account Manager”) who
will serve as the primary Orange County representative under this Agreement. The Orange
County Account Manager may be changed by written notice to UNC.
4. Management Committee: Orange County and UNC shall create a management
committee to assist in the resolution of disputes and provide guidance and management under
this Agreement (the “Management Committee”). The Management Committee will consist of the
Orange County Account Manager, the University Account Manager, and an equal number of
other representatives from the management of the respective Parties not to exceed a total of
three (3) persons on behalf of each Party and shall meet at the request of either Party as issues
arise with respect to this Agreement.
5. Notices: Any notice given pursuant to this Agreement shall be deemed given if
delivered by hand or overnight express courier, if deposited in the United States Mail, postage
paid, certified mail, return receipt requested, or sent by electronic mail and addressed as follows:
If to Orange County:
Orange County Transportation Services
600 NC 86
Hillsborough, NC 27278
And with a copy to:
Orange County Attorney
200 South Cameron Street
PO Box 8181
Hillsborough, NC 27278
If to the University:
Cheryl Stout, Director of Transportation & Parking
UNC-Chapel Hill
285 Manning Drive, CB 1610
Chapel Hill, North Carolina 27599-1610
Email: cheryl_stout@unc.edu
And with a copy to:
Tammy A. Bouchelle, Associate University Counsel
UNC-Chapel Hill
123 West Franklin Street, Suite 600A, CB 9105
Chapel Hill, North Carolina 27599-9105
Email: tammyb@unc.edu
A notice shall be deemed to be given (i) on the date of delivery or refusal, if delivered by hand;
DocuSign Envelope ID: 8AC73AB0-2A22-4FC7-8DB1-FF0C0488FA15DocuSign Envelope ID: 0B370F04-E65A-45EA-8AFB-BEABB1BCF9E7
600 Hwy 86 N · Hillsborough, North Carolina 27278
Phone (919) 245-2008 · Fax (919) 732-2137
orangecountync.gov/transportation
(ii) three (3) days after the date of deposit with the United States Postal Service, with postage
prepaid, if delivered by certified mail, return receipt requested; (iii) on the date of deposit
with a recognized overnight courier service, if delivered by overnight mail; or (iv) on the date
of electronic confirmation of successful transmission if delivered by electronic mail.
6. Right to Terminate: Either Party may terminate this Agreement for a material
breach of the Agreement by giving written notice of the alleged breach and the intent to
terminate to the other Party. Material breach of the Agreement includes the failure by O range
County to provide the service and enroll interested students and employees in the program and
the failure by UNC to communicate to interested students and employees and pay the Fee. The
breaching Party has thirty (30) days from receipt of written notice from the non-breaching Party
to cure the breach. If the breach is not timely cured, or cannot be cured, the non-breaching Party
may terminate this Agreement. If this Agreement is terminated, the Parties will cooperate on a
winding down of the transit services of the bus pass program including reasonable notice to
UNC’s students and employees. After the Termination Date, neither Party shall have any duties
or responsibilities to the other Party except for the obligations of UNC to pay any amounts owing
to Orange County hereunder as of the Termination Date, including, without limitation, the Fee.
7. Mutual Representations: The Parties have full legal and corporate power and
authority to enter into this Agreement. Neither Orange County nor the University is subject to
any agreement or other constraint that would prohibit, restrict or adversely affect its right or
ability to enter into, or carry out its obligations under, this Agreement. This Agreement, when
executed, will become the legal, valid and binding obligation of and inure to the benefit of the
respective Parties and their agents, grantees, successors, and assigns.
8. Disclaimer: Except as otherwise specifically provided in this Agreement, Orange
County MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICE
RESOURCE, OR PRODUCT PROVIDED OR SUPPLIED BY Orange County OR AN AFFILIATE,
CONTRACTOR OR AGENT, AND Orange County EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Orange County DOES NOT
WARRANT THAT THE PERFORMANCE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-
FREE, OR THAT ALL ERRORS IN THE SERVICE WILL BE CORRECTED.
Dispute Resolution: In the event a dispute arises between the Parties to this Agreement
in connection with the requirements of this Agreement, the dispute will first be submitted to the
Management Committee for resolution. If the Management Committee cannot resolve the
dispute within thirty (30) days, the Parties shall each appoint a representative to bargain in good
faith towards a mutual resolution. If the representatives of the Parties, after reasonable good
faith negotiations that lasted at least thirty (30) days, cannot reach a compromise, then either
Party may adjudicate their dispute as allowed by the laws of the State of North Carolina.
DocuSign Envelope ID: 8AC73AB0-2A22-4FC7-8DB1-FF0C0488FA15DocuSign Envelope ID: 0B370F04-E65A-45EA-8AFB-BEABB1BCF9E7
600 Hwy 86 N · Hillsborough, North Carolina 27278
Phone (919) 245-2008 · Fax (919) 732-2137
orangecountync.gov/transportation
9. Non-Performance; Force Majeure. To the extent any non-performance or delay by
either Party results from or is caused by (a) the actions, omissions or interference of the other
Party or the other Party’s employees, contractors or agents or other third parties or (b) the failure
or delay of any of the foregoing to perform any conditions required for such Party’s performance
of its responsibilities, such non-performance or delay will be excused. Neither Party will be liable
to the other Party for any delay or inability to perform its oblig ations or otherwise if such delay
or inability arises from any act of God, fire, natural disaster, act of government, act of war
(declared or undeclared), act of terrorism (domestic or international), riot, civil disturbance,
manufacturer’s shortages or constraints of parts or products, plague, epidemic, pandemic, acts
or regulations of public or University authorities (including, without limitation, social distancing
measures to limit the spread of a contagious disease), power of government or governmental
agency or regulating authority, state of emergency, or any other cause beyond the reasonable
control of the Party, whether or not foreseeable.
10. 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 mut ual
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. Neither Party may assign this Agreement in whole or in part without the
consent of the other Party. Neither Party may bring a legal action against the other more than
three (3) years after the date on which the 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 requirement 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 construe d to confer
upon any person (other than the Parties hereto), including without limitation bus pass 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 this Agreement shall supersede the rules and regulations of Orange County with
respect to ridership on Orange County routes, and Orange County may enforce such rules and
regulations against holders of a bus pass in the same manner as they are applied to the general
ridership.
DocuSign Envelope ID: 8AC73AB0-2A22-4FC7-8DB1-FF0C0488FA15DocuSign Envelope ID: 0B370F04-E65A-45EA-8AFB-BEABB1BCF9E7
600 Hwy 86 N · Hillsborough, North Carolina 27278
Phone (919) 245-2008 · Fax (919) 732-2137
orangecountync.gov/transportation
UNC CHAPEL HILL - UNIVERSITY USE ONLY
Approved as to Legal Form:
This instrument has been pre-audited in the manner required by the Local Government Budget
and Fiscal Control Act.
ORANGE COUNTY
__________________________________________
Bonnie Hammersley, Orange County Manager
THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL
___________________________________________
Nathan Knuffman, Vice Chancellor for Finance and Operations
DocuSign Envelope ID: 8AC73AB0-2A22-4FC7-8DB1-FF0C0488FA15DocuSign Envelope ID: 0B370F04-E65A-45EA-8AFB-BEABB1BCF9E7
Revised 06/21
ORANGE COUNTY—DEPARTMENT USE ONLY
______________________________________________________________________________
Party/Vendor Name: University of North Carolina Chapel Hill (UNC) Party/Vendor Contact Person: Cheryl Stout
Contact Phone: 919-843-4414 Party/Vendor Address: 285 Manning Drive, CB 1610 City Chapel Hill State: NC Zip:
27278 Department: OCTS Amount: FY 22- $0, FY23 – TBD Purpose: Public Transit Service Budget Code(s):
435902 Vendor # N/A (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check
one) New Renewal Amendment Effective Date July 1, 2022 Approved by Board Yes No Agenda
Date: N/A --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No
This agreement is approved as to technical form and content and I as Department Director affirmatively state work on
this project has not been initiated prior to execution of the agreement:
Department Director’s Signature ________________________________________ Date: ________
Agreements for emergency services or repair are not subject to the above affirmation. If services related to this
agreement have already begun or been completed please briefly describe the nature of the emergency condition that
was addressed:
Information Technologies
(Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is
approved as to information technology content and specifications:
Office of the Chief Information Officer___________________________________ Date: ________
Risk Management
This agreement is approved for sufficiency of insurance standards, specifications, and requirements:
Office of the Risk Management Officer___________________________________ Date: _________
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act:
Office of the Chief Financial Officer ____________________________________ Date: _________
Legal Services
This agreement is approved as to legal form and sufficiency:
Office of the County Attorney __________________________________________Date: ________
Clerk to the Board
Received for record retention:
All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Office of the Clerk to the Board __________________________________________Date:_________
DocuSign Envelope ID: 0B370F04-E65A-45EA-8AFB-BEABB1BCF9E7
12/22/2022
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