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every applicable statute,law,ordinance,regulation,or order by any federal,state,municipal,or other public
<br /> body, department, commission, bureau, or officer with respect to the use and occupancy of the Property.
<br /> Notwithstanding the foregoing, the Town may, at its own expense, contest the validity of any statute, law,
<br /> ordinance, regulation, or order and any non-compliance by the Town during such contest, provided such
<br /> contest shall be diligently pursued and shall not be deemed a default under the License.
<br /> 6. Improvements. The Town has constructed or caused to be constructed on the Property a ground
<br /> parking lot and such additional structures or improvements as it deems appropriate for carrying out the
<br /> permitted uses of the Property pursuant to this License.The Townmay remove or replace any or all of said
<br /> structures during the Term,and all said improvements except public roadway improvements and the parking
<br /> lot provided herein shall be and remain the property of the Town.No part of the Property may be used for
<br /> the disposal of any wastes. At the expiration or termination of this License,the University may require the
<br /> Town to remove,at the Town's expense, any improvements, except the public roadway improvements and
<br /> the parking lot constructed on the Property by the Town. Upon termination of this License, the lot
<br /> constructed by the Town License shall become a part of the freehold and the sole and absolute property of
<br /> the University in fee simple absolute.Any improvements not removed within thirty(30)calendar days after
<br /> a request by the University shall become the property of the University. The Town further agrees it will,at
<br /> the expiration or termination of this License, surrender the Property in as good condition as it existed at the
<br /> beginning of the Term, reasonable wear and tear excepted. This License specifically includes cleaning the
<br /> Property of any debris, trash, building scraps, etc., in addition to any other restorations, repairs, or work
<br /> necessary.
<br /> 7. Payment.
<br /> a. Fee. The Town shall pay a fee of ONE DOLLAR ($1.00) per year for the use of the
<br /> Property, until the License is terminated or expires. This fee shall be paid on or before each anniversary
<br /> date of this License to the order of The University of North Carolina at Chapel Hill and shall be forwarded
<br /> to the Associate Vice Chancellor for Real Estate Operations at the address noted below.
<br /> b. Taxes. The Town agrees to reimburse the University for any assessments on the Property
<br /> and on any other improvements constructed by Town located on the Property. Said reimbursement shall
<br /> only be those assessments or public charges assessed and due, if any, from the University for the period of
<br /> time after the Effective Date and ending upon the expiration or termination of this License. Any
<br /> reimbursement shall be made within thirty (30) calendar days after the University presents to the Town a
<br /> copy of the paid bills or other supporting documentation.
<br /> 8. Force Majeure. Neither Party shall be deemed to be in default of its obligations hereunder if and
<br /> so long as it is prevented from performing such obligations as a result of events beyond its reasonable
<br /> control, including without limitation, fire, flood, power failures, acts or threats of war, acts or threats of
<br /> terrorism, hostile foreign action, nuclear explosion, riot, strike, civil insurrection, pandemic, epidemic,
<br /> quarantine, acts or regulations of public or the University officials including measures to limit the spread
<br /> of contagious disease, goverrunental acts, orders, or restrictions, national, regional, or local emergency,
<br /> severely inclement weather, interruption or delay of transportation service, earthquake, hurricane, tornado,
<br /> or other catastrophic natural event or Act of God; provided that such Party uses reasonable efforts, under
<br /> the circumstances,to promptly notify the other Party of the cause of such delay and to resume performance
<br /> as soon as possible in light of the circumstances giving rise to the force majeure event.
<br /> 9. Indemnification.
<br /> a. Indemnification by the Town. To the extent permitted by law, and pursuant to the North
<br /> Carolina Tort Claims Act, the Town shall indemnify and hold the University, its members, managers,
<br /> trustees, employees, and agents (collectively, the "University Indemnified Parties") harmless from and
<br /> against any and all third party claims, actual damages, liabilities, losses, costs, and expenses, including
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