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(b) the asset and liability transfer contemplated by Article 11, and the transfer of <br />operational control contemplated by Article V, shall not take place until Carrboro, Chapel Hill <br />and the County have executed and delivered the Transfer Agreement, as contemplated by <br />Sections 2.01 and 2.07. <br />The selection of the New Solid Waste Management Site, the _ `~ .. <br />the approval by the Governing Boards of Carrboro. Chanel Hill and the County of a <br />substantially final form of the Transfer Agreement are referred to in this Agreement as the <br />"Open Matters." <br />1.03. Diligent Good Faith Bargai The Parties shall bargain together in good <br />faith and with all due diligence, and shall use their respective best efforts, to reach final <br />affeefeeni en resolution of the Open Matters. <br />1.04. Deadline for Negotiations. This Agreement shall automatically terminate on <br />December 1, 1997, unless each Party's Governing Board has adopted an appropriate resolution <br />referencing this Agreement and stating that the Open Matters have been resolved to such Party's <br />satisfaction. <br />ARTICLE II <br />2.01. County's Acquisition: Consideration. In consideration for the transfer of <br />assets described in Section 2.02, and in consideration for the other undertakings of the Towns in <br />this Agreement (including the undertakings set forth in Section 2.05), but without additional <br />monetary compensation, the County agrees to assume the liabilities described in Section 2.04 and <br />to undertake the other obligations imposed on it by this Agreement. The Transfer will be <br />consummated pursuant to a separate transfer agreement (the "Transfer Agreement's to be <br />negotiated among the County, Carrboro and Chapel Hill, which agreement shall be subject to <br />approval in its substantially final form by the respective Governing Boards of those three <br />Parties. <br />2.02. Erris,>Ging System Assets. (a) Under the Transfer Agreement, <br />Carrboro and Chapel Hill shall transfer all of their respective right, title and interest in and to all <br />of the Existing System Assets to the County. <br />(b) The Parties agree that they do not intend, by the Transfer, to revive any easement <br />across the Greene Tract for the benefit of the property known as the "Neville Tract." <br />2.03. Greene Tract. (a) The Parties agree that neither the Transfer nor any <br />other provision of this Agreement shall or does effect any change in the status of the ownership <br />of the Greene Tract. <br />