Agenda - 04-27-2017 - 1 - Consideration of the Final Draft Durham – Orange Light Rail Cost Sharing Agreement and Final Draft Orange County Transit Plan

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9 15. In the event of a significant cost overrun or an unmitigated funding shortfall as set forth in Paragraphs 13 or 14, representatives of each Party shall meet as set forth in Paragraphs 13 or 14 to attempt in good faith to resolve the matter(s). All Parties must be represented by a person with the authority to settle the matter(s) on behalf of the Party. The Parties may by agreement and in good faith conduct further meetings as necessary to resolve the matter(s). If resolution is not achieved, any Party may demand mediation in writing. Upon such demand, all Parties shall be required to participate in mediation. The dispute(s) to be mediated shall be memorialized in writing. The Parties shall in good faith select a mediator certified in accordance with the rules of mediator certification in Superior Court in North Carolina. If the parties are unable to agree to a mediator, a mediator will be appointed by the American Arbitration Association. If, after all reasonable good faith attempts to resolve the matter have been made, and it appears to the mediator that the parties are at an impasse with no significant likelihood of reaching resolution, the mediator shall issue a written notice of impasse identifying the unresolved issue(s) between the Parties. Following a declaration of impasse by the mediator, the unresolved issue(s) shall be arbitrated upon the written demand of any Party. The arbitration shall be expedited, and the American Arbitration Association rules shall apply to the arbitration, unless the Parties agree otherwise. Prior to arbitration, the Parties may bring forward all possible remedies that may be considered by the arbitrator(s). The arbitration hearing shall take place in Wake County, North Carolina, before a panel of three (3) arbitrators, with Orange selecting one (1) arbitrator, Durham selecting one (1) arbitrator, and those two (2) arbitrators jointly selecting the third arbitrator, unless Durham and Orange can reach consensus on a single arbitrator. The decision of the arbitrator(s) shall be by simple majority and binding upon the Parties. Judgment on an award rendered in any such arbitration may be entered in the Superior Court of Wake County. Each Party shall bear its own costs related to the foregoing dispute resolution process, including reasonable attorneys' fees, except that all mediation and/or arbitration fees charged by a mediator or arbitration panel shall be divided equally among the Parties. Each Party hereby consents to any such disputes being so resolved. 16. If the balance of the Dedicated Local Transit Revenues attributed to a county is insufficient to meet that county's respective share of costs, then neither Orange nor Durham shall be obligated to use revenues other than the Dedicated Local Transit Revenues to pay its respective share. 17. If, after the effective date of this Agreement, the Parties are authorized to levy new transit-specific taxes or fees, or if the limits of the Dedicated Local Transit Revenues are expanded by the North Carolina General Assembly, this Agreement shall not obligate the use of such additional revenues for the D-O LRT Project.