2023-617-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.

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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