HomeMy WebLinkAbout2023-617-E-Solid Waste-Signed agreement between OC, Town of Chapel Hill, and UNC-Chapel Hill-Allowing OCSWM to use a portion of the Jones Ferry park and ride lot as a drop off spot for recycling. North Carolina
Orange County
LICENSE AGREEMENT
sl- •
This LICENSE AGREEMENT, made this theZ day of_ 3("Agreement"), by
and between ORANGE COUNTY, a political subdivision of the State of North Carolina, whose
address is 200 South Cameron Street, P.O. Box 8181, Hillsborough, NC 27278 (hereinafter
"County"), The TOWN OF CHAPEL HILL, NORTH CAROLINA (the "Town") and THE
UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL (the "University"). (The County, the
Town, and the University, collectively, the "parties.") The parties hereby agree as follows:
WITNESSETH:
WHEREAS, the Town and the University entered into a document entitled "License
Agreement for Jones Ferry Park and Ride" (sometimes referred to as"Jones Ferry location") a copy
of which is attached hereto as "Exhibit A" and;
WHEREAS, the Town and the University requested that the County place certain recycling
bins at the Jones Ferry location, and;
WHEREAS, the County has agreed to put recycling bins at the request of the Town and the
University.
IT IS UNDERSTOOD AND AGREED by the parties that:
1. The County may place recycling bins/containers and maintain said recycling bins at a
location to be mutually agreed upon by the parties at the Jones Ferry location and more
particularly shown on what is attached as "Exhibit B". The County, at its own expense, is
required to empty the recycling bins/containers on a regular schedule and keep the area
dedicated to recycling bins/containers clean and maintained. Failure to maintain the
recycling bins/containers and associated area may result in termination of this Agreement.
2. The County, in consultation with the University, may determine the number of bins to be
placed, and shall empty the same on a schedule approved by the University at the Jones
Ferry location. The County agrees that no activity related to the recycling bins/containers
shall impact the Town's ability to provide public transit services to the users of the Jones
Ferry Park and Ride Lot.
3. The County assumes no other obligations under this Agreement aside from the placement
of bins and the emptying of the same. Notwithstanding the foregoing, the County will
assume all obligations and responsibilities related to the maintenance, upkeep, and
tidiness of the bins and the immediate area surrounding the bins. Further, the County
assumes no real or personal property interest in that property referenced in attached
"Exhibit A" and assumes no obligations contained in "Exhibit A" which is attached hereto
for reference purposes only.
4. The County may, in consultation with the University, remove said bins at any time it deems
appropriate. Prior to removing bins/containers or undertaking activities related to the
1
bins/containers beyond regularly scheduled cleaning/maintenance, the County will
provide the Town with 48 hours notice.
5. The Town and/or the University may terminate and/or direct the County to remove any
recycling bins/containers from the property described in this Agreement with written notice
to the County. Upon any such written notice to remove said bins/containers the County
shall do so within at least ten (10) calendar days.
6. The County agrees it will, at the expiration or termination of this Agreement, surrender the
area designated for bins in as good condition as it existed at the beginning of the Term,
reasonable wear and tear excepted. This specifically includes the cleaning of the area on
a regular basis, in addition to any other restorations, repairs or work necessary during the
terms of this Agreement.
7. The parties agree that this Agreement shall expire on May 19, 2029, i.e. at the end of the
Term of the Agreement in "Exhibit A."
8. The parties agree that this Agreement shall be governed by the laws of the State of North
Carolina and the ordinances of Orange County.
2
ORANGE COUNTY
a',
By: --"�.7 (Seal)
Date: 09/08/23
TOWN OF QHAPEL HILL, NORTH CAROLINA
By: (Seal)
Name: C7+yA �. �G•t,([�Titl and Department: (-y__ rUl����`j drn/`
u
Date: r
ATTEST:
T 0 Lv
BY:
Name:
TOWN (D ) CLERK TOWN g
APPROVED AS TO FORM AND AUTHORIZATION: `
HILL
me:
ATTORNEY FOR TOWN
This instrument has been pre-audited in the manner required by the Local Government Budget
and Fiscal Control Act.
By: Date: `t tea/
Name: 4 0 Lwr\.,
FINANCE OFFICE IF�o.,e i,3kv.,j
THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL
By - (Seal)
Date: 09/11/23
3
EXHIBIT A
License Agreement for Jones Ferry Park and Ride
4
LICENSE AGREEMENT FOR
JONES FERRY PARK AND RIDE
THIS LICENSE AGREEMENT ("License") is made and entered into as of the 20th day of May, 2019
("Effective Date"), by and between the TOWN OF CHAPEL HILL, NORTH CAROLINA (the "Town")
and THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL(the"University").As used herein,
either the Town or the University may be individually referred to as a "Party" and collectively as the
"Parties."
1. Purpose. On May 20, 1999, the Town entered into a 20-year agreement with the State to lease a
portion ofreal property owned by the University as a site for the Town to operate the Jones Ferry Park and
Ride Lot (the "Property"), which serves conunuters utilizing general pnblic transit services provided by
Chapel Hill Transit.This lease expired, and the Town wishes to continue using the Property to operate the
Jones Ferry Park and Ride Lot. The University wishes to grant the Town a license to continue said
operations. The Property is depicted on Exhibit A attached hereto.
2. Description of Property.
BEGINNING at an existing iron pin at the southeastern most point on the centerline of SR 1937(See DB
760/333). Said point also being S 44 degrees 58'50"E 564.02'from a concrete monument described as the
University of North Carolina's northwest corner in- aforementioned deed. Thence from said point of
beginning and with the UNC line S 44 degrees 58'50" E 41.60'to an iron pin, thence continuing with the
conunon line ofUNC (DB 170/375) and N/F Eugene Odum line(DB 1327/194) S 00 degrees 56'00" W
415.26'to a new iron pin. Said point being N 00 degrees 56'00"E 343.43' from an existing iron pin on the
northern bank of Morgan Creek(DB 5, Pg. 72).Thence from said new iron pin and with a new line N 69
degrees 28"25'W 419.23' to a fence corner;thence with said fence line N 69 degrees 28'25" W 379.87' to
another fence corner, said fencer corner being approximately 75' from the centerline of an existing road
leading to University Lake.
Thence from said fence corner N 69 degrees 28'25"W 35.00' to a new iron pin at the southeastern right of
way line of aforementioned University Lake Road, thence with the new right-of-way line (60' in width)
and curving to the right with an arc length of240.33' and a radius of 593.09 a chord ofN 31 degrees 35'37"
E 238.69'to a point, thence N 43 degrees 12'09" E 48.85', thence curving to the left with an arc length of
188.90'and a radius of713.58' a chord of N 35 degrees 37'07"E 188.35', thence curving to the right with
an arc of 54.43' and a radius of 179.93' a chord ofN 36 degrees 42'09" E 54.22' to a point, thence N 45
degrees 22'06"E 88.62'to the right-of-way intersection with SR 1937; Thence with the new right-of-way
of SR 1937 S 44 degrees 58'50"E 523.56' to a point, thence N 45 degrees 01'10"E 35.00' to the point and
place of beginning. Said tract containing 7.73 acres more or less.
3. Term. Subject to earlier termination as provided by this License,the term of this License(the
"Term")shall be for ten(10)years, beginning on the Effective Date.
4. Operation and Right of Use. The Town may use the Property to assist with providing public
transit services to the users of the Jones Ferry Park and Ride Lot. The Town shall not make any unlawful
use of the Property during the Term. During the Term and at its own expense,the Town agrees: (a)to keep
the Property and all access road(s) or driveways clean and free of litter, debris, or abandoned vehicles; (b)
to maintain and repair the Property; and (c)to provide signage, monitoring, and/or regular patrols for the
Property and to request law enforcement through the Town of Carrboro. Additional monitors may be
required from the University for the control of traffic during any University events as agreed upon by the
Town and University.
5. Nuisance. The Town agrees not to commit or permit any nuisance on the Property. The Town
5
further agrees,throughout the Term and at its own expense,to promptly comply with the requirements of
{00124237.DOCX?} 1
6
every applicable statute,law,ordinance,regulation,or order by any federal,state,municipal,or other public
body, department, commission, bureau, or officer with respect to the use and occupancy of the Property.
Notwithstanding the foregoing, the Town may, at its own expense, contest the validity of any statute, law,
ordinance, regulation, or order and any non-compliance by the Town during such contest, provided such
contest shall be diligently pursued and shall not be deemed a default under the License.
6. Improvements. The Town has constructed or caused to be constructed on the Property a ground
parking lot and such additional structures or improvements as it deems appropriate for carrying out the
permitted uses of the Property pursuant to this License.The Townmay remove or replace any or all of said
structures during the Term,and all said improvements except public roadway improvements and the parking
lot provided herein shall be and remain the property of the Town.No part of the Property may be used for
the disposal of any wastes. At the expiration or termination of this License,the University may require the
Town to remove,at the Town's expense, any improvements, except the public roadway improvements and
the parking lot constructed on the Property by the Town. Upon termination of this License, the lot
constructed by the Town License shall become a part of the freehold and the sole and absolute property of
the University in fee simple absolute.Any improvements not removed within thirty(30)calendar days after
a request by the University shall become the property of the University. The Town further agrees it will,at
the expiration or termination of this License, surrender the Property in as good condition as it existed at the
beginning of the Term, reasonable wear and tear excepted. This License specifically includes cleaning the
Property of any debris, trash, building scraps, etc., in addition to any other restorations, repairs, or work
necessary.
7. Payment.
a. Fee. The Town shall pay a fee of ONE DOLLAR ($1.00) per year for the use of the
Property, until the License is terminated or expires. This fee shall be paid on or before each anniversary
date of this License to the order of The University of North Carolina at Chapel Hill and shall be forwarded
to the Associate Vice Chancellor for Real Estate Operations at the address noted below.
b. Taxes. The Town agrees to reimburse the University for any assessments on the Property
and on any other improvements constructed by Town located on the Property. Said reimbursement shall
only be those assessments or public charges assessed and due, if any, from the University for the period of
time after the Effective Date and ending upon the expiration or termination of this License. Any
reimbursement shall be made within thirty (30) calendar days after the University presents to the Town a
copy of the paid bills or other supporting documentation.
8. Force Majeure. Neither Party shall be deemed to be in default of its obligations hereunder if and
so long as it is prevented from performing such obligations as a result of events beyond its reasonable
control, including without limitation, fire, flood, power failures, acts or threats of war, acts or threats of
terrorism, hostile foreign action, nuclear explosion, riot, strike, civil insurrection, pandemic, epidemic,
quarantine, acts or regulations of public or the University officials including measures to limit the spread
of contagious disease, goverrunental acts, orders, or restrictions, national, regional, or local emergency,
severely inclement weather, interruption or delay of transportation service, earthquake, hurricane, tornado,
or other catastrophic natural event or Act of God; provided that such Party uses reasonable efforts, under
the circumstances,to promptly notify the other Party of the cause of such delay and to resume performance
as soon as possible in light of the circumstances giving rise to the force majeure event.
9. Indemnification.
a. Indemnification by the Town. To the extent permitted by law, and pursuant to the North
Carolina Tort Claims Act, the Town shall indemnify and hold the University, its members, managers,
trustees, employees, and agents (collectively, the "University Indemnified Parties") harmless from and
against any and all third party claims, actual damages, liabilities, losses, costs, and expenses, including
(00124237.DOCX 7) 2
reasonable attorneys' fees awarded by a court of competent jurisdiction(collectively, "Damages") suffered
or incurred by any of the University Indemnified Parties as a result of(i) the negligence or wrongful
misconduct of the Town arising out of or related to this License; (ii)a breach of this License by the Town;
or (iii) any material violation by the Town of any applicable laws and regulations due to the action or
inaction of the Town that arises out of or relates to this License, and is not joined in or ratified by the
University). This indemnification extends to, and shall be binding upon, the Town, its successors, and
permitted assigns, and shall inure to the benefit of, and may be enforced by the University and any other
University Indemnified Parties,their heirs, successors,and assigns.
b, Indemnification by the University. To the extent permitted by law,and pursuant to the North
Carolina Tort Claims Act,the University shall indemnify, defend, and hold the Town, its officers, elected
officials (if and only if they are acting in their capacities as elected officials), employees, and agents
(collectively, the "Town Indemnified Parties") harmless from and against any and all third party claims,
damages, liabilities, losses,costs,and expenses,including reasonable attorneys'fees awarded by a court of
competent jurisdiction (collectively, "Damages") suffered or incurred by any of the Town Indemnified
Parties as a result of(i)the negligence or wrongful misconduct of the University arising out of or related to
this License; (ii) any breach of this License by the University; or (iii) any material violation by the
University of any applicable laws and regulations due to the action or inaction of the University that arises
out of or relates to this License and is not joined in or ratified by the Town. This indemnification extends
to, and shall be binding upon, the University, its successors, and permitted assigns, and shall inure to the
benefit of, and may be enforced by the Town and any other Town Indemnified Parties, their heirs,
successors,and assigns.
10. Dispute Resolution.
a. Generally.For all disputes,the Parties shall first meet in good faith to resolve the matter(s)
in dispute, If the Parties are unsuccessful in resolving the matter(s) in dispute, such meeting shall be
followed by non-binding mediation conducted pursuant to the conditions set forth below. Full compliance
with this paragraph 10 is a precondition to any Party initiating litigation of any type concerning the dispute.
In addition,each Party shall continue performance of its obligations hereunder in the event of a dispute until
such dispute is finally settled or the License is finally terminated. Either Party's failure to proceed in
accordance with the foregoing shall constitute a material breach of the License, regardless of the ultimate
outcome of the dispute.
b, Good Faith Meeting.Representatives of each Party shall meet as soon as reasonable to attempt
in good faith to resolve the disputed matter(s),Each Party shall be represented at such meeting by a person
with the authority to resolve the matter(s)on behalf of their respective Party.The Parties may by agreement
and in good faith conduct further meetings as they believe necessary to resolve the matter(s). If resolution
is not achieved,the Parties shall initiate non-binding mediation as set forth below.
C. Mediation. In the event that either Party seeks to refer a matter for expedited confidential
mediation, then the mediation shall be conducted in accordance with the state rules governing mediated
settlement conferences. Initially,after a written referral has been made,the Parties shall have two(2)weeks
to mutually agree upon an independent mediator;this timeframe may be extended by mutual agreement of
the Parties. To the extent provided by state laws and regulations, the mediation procedure and all
communications therein by the Parties shall be maintained as confidential and inadmissible in any future
legal proceeding(s); the mediator shall be responsible to serve as a settlement facilitator and make best
efforts to assist the Parties in reaching a mutually agreeable, written, fully executed resolution of the
matter(s)at issue; but the mediator shall have no authority to impose any resolution or make any awards or
rulings of legal effect upon the Parties. The mediation shall take place in Chapel Hill, North Carolina or
such other location as may be mutually agreeable to the Parties, The expenses related to the mediator's
participation shall be divided equally among the Parties. Each Party to the mediation shall be responsible
for all costs incurred by that Party,including attorneys'fees or other professional fees.
(00124237.DOCX 7) 3
d. Impasse. If after all reasonable good faith attempts to resolve the dispute(s) have been
made, and it appears to the mediator that the Parties are at a stalemate with no significant likelihood of
reaching resolution, the mediator shall so inform the Parties and shall issue a written notice of stalemate,
which shall conclude the alternative dispute resolution process, unless the Parties agree otherwise.
Following a stalemate, either Party shall have the right to pursue litigation.
11. Termination.
a. Termination by Mutual Agreement. The Parties may terminate this License or any portion
thereof by mutual written agreement signed by both Parties.
b. Termination for Cause. Either Party may immediately terminate this License for canse by
providing the other Party with written notice without any right of cure,and foregoing the dispute resolution
provisions in paragraph 10 above, in the following cases:
1. Willful Misconduct. This License may be terminated immediately by the non-
violating Party in the event of.(a)willful misconduct of a material nature by the other Party, including but
not limited to, alleged criminal conduct; or (b) material misrepresentation by the other Party, including,
without limitation,material misrepresentations with respect to financial information or a conflict of interest.
2. Reputational Harm. If during the Term of this License either Party: (a) breaches
any of its obligations under this License in a manner that,in the other Party's reasonable discretion, is likely
to have an adverse effect on the non-violating Party's name, goodwill, reputation, or in the case of the
University, the academic integrity of the University; or (b) commits or directs the commission of any
unlawful, criminal, or fraudulent act in connection with the administration of any agreement that is likely
to have a material adverse effect on the non-violating Party's name, goodwill, reputation, or in the case of
the University, the academic integrity of the University, then the non-violating Party may terminate this
License effective upon delivery of written notice to the violating Party.
3. Bankruptcy/Insolvency. Either .Party may void and immediately terminate this
License for cause if the other Party: (a) becomes insolvent or is unable to pay its debts as they mature in
the ordinary course of business; (b) seeks protection under any bankruptcy, receivership, trust deed,
creditors arrangement, composition, or comparable proceeding; or (c) proceedings in bankruptcy or
insolvency are instituted against the other Party, a receiver is appointed, or if any substantial part of the
other Party's assets is the subject of attachment, sequestration,or other type of comparable proceeding, and
such proceeding is not vacated or terminated within thirty (30) calendar days after its commencement. In
the event a Party enters into proceedings relating to bankruptcy, whether voluntary or involuntary, such
Party shall furnish written notification of the bankruptcy to the other Party within five(5)calendar days of
the initiation of the proceedings relating to the bankruptcy filing. This notification shall include the date on
which the bankruptcy petition was filed,the identity of the court in which the bankruptcy petition was filed,
and the case number assigned to the bankruptcy proceeding.
C. Termination after Default and Failure to Cure. Without limiting any other rights or
remedies (including any right to seek damages and other monetary relief) that either Party may have in
applicable laws and regulations or otherwise, either Party may terminate this License if:(i)the other Party
fails to perform any of its material obligations hereunder which causes or is likely to cause material harm
to the non-breaching Party, provided that the non-breaching Party sends written notice to the breaching
Party describing in reasonable detail the breach and stating its intention to terminate this License within
thirty(30)calendar days unless such breach is cured(each,a"Breach Notice"); and(ii)the breaching Party
does not cure the breach within thirty (30) calendar days following its receipt of such Breach Notice;
provided that if the breach(es)is/are not capable of being cured during the thirty (30)calendar day period
through the use of good-faith, diligent efforts, then the non-breaching Party may, in its reasonable
(00124237,DOCX 7) 4
discretion, agree in writing to extend this cure period. Any provision within this License notwithstanding,
after any termination or expiration of this License: (i)tennination of the License shall not prejudice either
Party's rights to any sums due or accrued under the License prior to termination or expiration and shall not
prejudice any cause of action or claim the terminating party accrued or to accrue on account of any breach
or default by thel 1011-tenninating party; and/or(ii)in the event that either Party elects to waive its remedies
for any breach by the other Party of any covenant, tern, or condition of the License, such waiver shall not
limit that Party's remedies for any succeeding breach of that or of any other tern, covenant, or condition
of the License.
d. Tennination for Convenience. Either Party may terminate this License without penalty for
any reason upon ninety(90)calendar days' written notice to the other Party.
12. Title to Real Property. By entering this License, the University is only granting the Town a
License to use the University's Property pursuant to this License. The University is not conveying to the
Town, any of the Town's employees, or any member of the general public who uses the Jones Ferry Park
and Ride Lot any ownership interest in the Property.The University remains the owner in fee simple of the
Property and the fixtures on it.This License is and shall be subject and subordinate at all times to any liens
and deeds of trust of any present or future mortgages in any amount or amounts and to all ground or
underlying leases which exist or may hereafter be executed affecting the real property,without the necessity
of executing or delivering any instruments on the part of the University to effectuate such subordination.
13. Hazardous Materials. Licensee shall not nnder any circumstances store or bring onto the Property
any Hazardous Materials. As used in this License, the tenn "Hazardous Material" means any substance,
material, or waste which is (1) defined as a "hazardous waste," "hazardous material," "hazardous
substance,""extremely hazardous waste,"or"restricted hazardous waste"under any provision of California
law; (2) petroleum or petroleum products; (3) asbestos; (4) polychlorinated biphenyls; (5) radioactive
materials; (6)designated as a"hazardous substance" pursuant to Section 311 of the Clean Water Act, 33
U.S.C. § 1251 et seq. (33 U,S,C. § 1321) or listed pursuant to Section 307 of the Clean Water Act (33
U.S.C.§ 1317);(7)defined as a"hazardous substance"pursuant to the Resource Conversation and Recover
Act, 42 U.S.C. section 6901 et seq. ( 42 U.S.C. § 6903) or its implementing regulations; (8) defined as a
"hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. section 9601 et seq. (42 U.S.C. § 9601); or(9)determined by
North Carolina, federal, or local governmental authority to be capable of posing a risk of injury to health,
safety, or property.
14. Miscellaneous.
a. Access to Persons and Records. During the Tenn and the relevant period required for
retention ofrecords by state law (N.C. Gen. Stat.§§ 121-5 and 132-1 et seq.), the State Auditor and the
University's internal auditors shall have access to persons and records related to this License to verify
accounts and data affecting fees or performance under this License, as provided in N.C. Gen. Stat. § 143-
49(9)and§ 147-64.7. However, if any audit, litigation, or other action arising out of or related in any way
to this License is commenced before the end of such retention of records period,the records shall be retained
for one (1)year after all issues arising out of the action are finally resolved or until the end of the record
retentions period, whichever is later.
b. Nature and Extent of Agreement. This License contains the complete agreement of the
parties regarding the subject matter hereof, and there are no oral or written conditions, tenns,
understandings,or other agreements pertaining thereto which have not been incorporated herein.
C. Partial Invalidity. If any term, covenant or condition of this License or the application
thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of
this License, or the application of such term,covenant, or condition to persons or circumstances other than
(00124237.DOCX 7) 5
those as to which it is held invalid or unenforceable,shall not be affected thereby and each term,covenant,
or condition of this License shall be valid and be enforced to the fullest extent permitted by law,
d. Survival of Promises. All promises, requirements, terms, conditions, provisions,
representations,guarantees, and warranties contained herein that by their sense and context are intended to
survive the expiration or termination date of this License shall so survive, unless specifically provided
otherwise herein,or unless superseded by applicable federal or state statutes of limitation,
e. Situs, Governing Law, and Venue. The place of this License, its situs and forum, shall be
Chapel Hill,North Carolina, where all matters, whether sounding in contract or tort,relating to its validity,
construction, interpretation,and enforcement shall be determined. This License is made under and shall be
governed and construed in accordance with the laws of the State of North Carolina, without regard to its
conflict of laws rules, In the event the Parties are unable to resolve any dispute relating to this License,the
exclusive venue for any judicial action or proceeding arising out of or relating to this License shall be the
state or federal courts located in the State of North Carolina.
f. Compliance with Laws and University Policies. Each Party shall comply with all laws,
ordinances, codes,rules,and regulations that are applicable to the conduct of its business and performance
in accordance with this License, including those of federal, state, and local agencies having jurisdiction
and/or authority. The Town agrees to comply with all applicable University policies.
g. Retention of Records. During the tern of this License and for a period thereafter as
mutually determined by the Parties in accordance with state law and applicable records retention schedules,
the Town and the University and their respective employees, agents, and subcontractors shall maintain
complete and professionally adequate records relating or pertaining to the License and shall retain them
according to the North Carolina Public Records Act.
h, Use of Trademarks. Neither Party shall appropriate or use the existence of this License or
the names, logos, photographs, images, property, service marks, or trademarks of the other Party as a part
of any marketing,advertising,endorsement,promotion,or otherwise,without express prior written approval
of the other Party. Requests to use the University's names, logos, photographs, images, property, service
marks, or trademarks should be directed to the University's Office of Trademarks and Licensing
(http://www.licensing.unc.edu).If the University grants express prior written consent to use the University's
names, logos, photographs, images, property, service marks, or trademarks for marketing, advertising,
endorsement, promotion, or otherwise,the University shall have the right to reject any such use proposed
by the Town which in the University's sole discretion violates the University's standards of advertising or
is inconsistent with the University's role and reputation as a public institution of higher education.
i. Binding Effect. This License shall be binding upon and shall inure to the benefit of the
Parties hereto and their respective permitted successors and assigns.
j. Negation of Partnership or Joint Venture. Nothing in this License shall constitute or be
construed to constitute or create a partnership or joint venture between the Town and the University.
k. Rejection of Non-Solicitation. The University rejects and disaffirms any non-solicitation
provision or other similar term contained in any material related to the License that would require that the
Parties refrain from recruiting or hiring the employees of the other Party unless the non-solicitation
provision is expressly agreed to in a writing signed and specifically initialed by an authorized University
representative and the Office of University Counsel.
{00124237.DOCX 7) 6
I. Assignment of Town's Interest. The Town shall not assign or sublicense the Property
without the prior written consent of the University. In no event shall the Town assign or sublicense the
Property to a commercial or for-profit entity.
in. Transfer of University's Interest. The University shall have the right to convey,transfer,or
assign,by sale or otherwise, all or any part of its interest in this License,at any time and from time to time
and to any person,subject to the terms and conditions of this License, provided that the University provides
an assumption agreement with respect to this License including any accrued liabilities owed to the
University at the time of the assignment duly executed by such transferee. Upon compliance with the
foregoing,all covenants and obligations of the University under this License shall cease upon the execution
of such conveyance,transfer, or assignment, but such covenants and obligations shall be binding upon the
subsequent owner(s)thereof or of this License during the periods of their ownership thereof.
n. Remedies Cumulative. No remedy herein or otherwise conferred upon or reserved to the
Town or the University shall be considered exclusive of any other remedy, but the same shall be distinct,
separate,and cumulative and shall be in addition to every other remedy given hereunder, or now or hereafter
existing at law or in eqnity or by statute; and every power and remedy given by this License to the Town
or the University may be exercised from time to time as often as occasion may arise, or as may be deemed
expedient.
o. Amendments. The terms of this License may be altered, amended, or modified only by
mutual written agreement of the Parties.
p. Notices.All notices required or contemplated herein shall be sufficient and deemed given
if in writing and either delivered by hand; deposited with the United States Postal Service, postage prepaid
via certified or registered mail, return receipt requested; sent via overnight mail via nationally recognized
courier service with proof of delivery; sent by electronic mail, in so-called .pdf format, and addressed to
the Parties as set forth below or to such other address as may be changed from time to time by notice duly
given pursuant to this Section.
All notices, demands, requests, consents, approvals, or communications to the University shall be
addressed to:
The University of North Carolina at Chapel Hill- Property Office
Campus Box#1060
103 Airport Dr.,Giles Homey Building, Suite 128
Chapel Hill,NC 27599-1060
(919)966-3296
property@unc.edu
Attention: Gordon Merklein,Associate Vice Chancellor for Real Estate Operations
With a copy to:
Office of University Counsel
The University of North Carolina at Chapel Hill
Campus Box#9105
123 W.Franklin St., Suite 600A
Chapel Hill,NC 27516
Attention: General Counsel
(919)962-1219
All notices,demands,requests,consents, approvals,or communications to the Town-shall be addressed to:
(00124237.DOCX 7) 7
All notices,demands,requests,consents, approvals,or communications to the Town shall be addressed
to:
Chapel Hill Transit
6900 Millhouse Road
Chapel Hill,NC 27516
Attn:Brian Litchfield
Email:Blitchfield@townofchapelhill.org
With a copy to:
Town of Chapel Hill
405 Martin Luther King Jr.Blvd
Chapel Hill,NC 27514
Attn:Town Attorney
Email:aanderson@townofchapelhill.org
A notice shall be deemed to be given(i)on the date of delivery or refusal, if delivered by hand; (ii)three
(3) calendar 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 in so-called.pdf format.
r. North Carolina Certifications. The Town certifies that: (a) no gift has been offered,
extended, or promised by any of its employees or representatives to any University employee whose job
responsibilities include awarding or administering University contracts (N.C. Gen. Stat. § 133-32;
Executive Order 24); (b)it has fully complied with all requirements ofN.C. Gen. Stat. Chapter 64,Article
2, in regards to use of the federal E-Verify system (N.C. Gen. Stat. § 143-48.5); and(c)neither it nor any
assignee of the Town is identified on a list maintained by the State Treasurer of persons engaged in
investment activities in Iran(N.C. Gen, Stat. § 147-86.60) or in business activities boycotting Israel(N.C.
Gen. Stat. § 147-86,80 et seq.).
S. Sovereign Immunity. Neither Party shall be entitled to assert the principle of sovereign or
governmental immunity as a defense to a breach of contract claim by the other Party. Except as provided
in the preceding sentence, nothing herein is intended nor shall be interpreted as waiving any claim or
defense based on the principle of sovereign immunity or other state or federal constitutional provision or
principle that otherwise would be available to the University or the Town under applicable law, No officer,
agent or employee of either Party shall be subject to any personal liability by reason of the execution of this
License or any other documents related to the transactions contemplated hereby. Such officers, agents, or
employees shall be deemed to execute this License in their official capacities only, and not in their
individual capacities, This section shall not relieve any such officer, agent, or employee from the
performance of any official duty provided by law.
[SIGNATURES ON THE FOLLOWING PAGE]
(00124237.DOCX?) 8
IN WITNESS WHEREOF, the Parties have executed this License through their respective duly
authorized representatives as of the Effective Date.
TOWN:
TOWN OF CHAPEL HILL,
NORTH CAROLINA(SEAL)
A North Carolina municipal corporation
By:
Name: I{ft �w C K,t-ff.-C
Altus
BY: Z—>L
TOWN IDfiPWY.':A: TOWN SEAL
Town(Deputy/Acting)Clerk attests date this the iA ay of HIV.Ve. s 2022..
APPROVED AS TO FORM AND AUTHORIZATION: �
teifm- _.till he„eL
ATTORNEY FOR TOWN
This instrwl lent has been pre-audited in the manner required by the Local Government Budget and Fiscal
Control Act.
'_ - ' ! ......__.........._.... .r S
Name: ( Date
FINANCE OFFI ER
UNNERSITY:
UNIVERSITY OF NORTH CAROLINA
A.T PEL HILL
rdon Merkleixt
�lsscciate VIG@ Chancellor
for Real Estate and Campus Enterprises
(00Q- -A7.I)t)Gx 7) 9
EXHIBIT
1 OF PROPERTY
1937
� F
A _ .
p�t�s
tr f'::'• .. 'IF•'�ee.
1 P
00 D• 10
EXHIBIT B
Location of Recycling Bins/Containers
xr,J� • M
k
J l
Recycling Bins Jones Ferry Park and Ride
Agreement
Final Audit Report 2023-09-11
Created: 2023-09-08
By: Bobbiette Glover(bglover@townofchapelhill.org)
Status: Signed
Transaction ID: CBJCHBCAABAAh7WCPda1epMYhhmYt3jSg-bubu3Z19Pe
"Recycling Bins Jones Ferry Park and Ride Agreement" History
f) Document created by Bobbiette Glover(bglover@townofchapelhill.org)
2023-09-08-5:53:26 PM GMT
C'► Document emailed to Bonnie Hammersley (bhammersley@orangecountync.gov)for signature
2023-09-08-5:56:38 PM GMT
Email viewed by Bonnie Hammersley (bhammersley@orangecountync.gov)
2023-09-08-7:38:22 PM GMT
t5a Document e-signed by Bonnie Hammersley(bhammersley@orangecountync.gov)
Signature Date:2023-09-08-7:39:08 PM GMT-Time Source:server
C'. Document emailed to Gordon Merklein (merklein@unc.edu)for signature
2023-09-08-7:39:10 PM GMT
Email viewed by Gordon Merklein (merklein@unc.edu)
2023-09-11 -6:55:26 PM GMT
ba Document e-signed by Gordon Merklein (merklein@unc.edu)
Signature Date:2023-09-11 -6:55:56 PM GMT-Time Source:server
0 Agreement completed.
2023-09-11-6:55:56 PM GMT
0 Adobe Acrobat Sign