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Please return this copy to the Clerk to the Board's— <br />office for permanent agenda file. <br />Resolution Agreement Page 1 of 7 <br />RESOLUTION AGREEMENT <br />This Resolution Agreement("Agreement") is entered into by and between Orbitz, LLC, <br />Trip Network, Inc., Travelocity.com LP, Expedia, Inc., Hotels.com L.P., and Hotwire, Inc. <br />individually"OTC"and collectively"OTCs"), and the County of Orange and towns of Chapel <br />Hill, Hillsborough and Carrboro (collectively"the Taxing Jurisdictions"), effective the 1 st day of <br />January 2015. <br />WHEREAS,the OTCs contend that amendments to N.C. Gen. Stat. §§ 105-164.4(a)(3), <br />153A-155(c), and 160A-215(c)enacted by Session Law 2010-31, § 31.6 ("the Amendments")are <br />unconstitutional under the United States Constitution and the North Carolina Constitution and in <br />violation of the federal Internet Tax Freedom Act, as amended; <br />WHEREAS,the Taxing Jurisdictions contend that the Amendments are lawful and that <br />they have the right to collect occupancy taxes under the terms of the Amendments; <br />WHEREAS, the parties desire to resolve their dispute without litigation; <br />WHEREAS,the parties further desire to resolve all past potential occupancy tax liability of <br />the OTCs since 1 January 2011 to the Taxing Jurisdictions and to adopt a mutually agreeable <br />reporting and remittance methodology on a prospective basis; and <br />WHEREAS, the parties desire to enter into this Agreement to accomplish the above. <br />NOW IT IS HEREBY DETERMINED AND AGREED: <br />1. This Agreement will resolve the OTCs' dispute with the Taxing Jurisdictions regarding the <br />Amendments and all past potential occupancy tax liability to the Taxing Jurisdictions for <br />occupancy of accommodations facilitated by any OTC commencing between 1 January <br />2011 and 31 December 2014 and for occupancy of accommodations facilitated by any <br />OTC commencing thereafter pursuant to reservations made between 1 January 2011 and <br />31 December 2014. <br />2 The Taxing Jurisdictions acknowledge that this Agreement contains Tax Information, as <br />defined in N.C. Gen. Stat. § 105-259, and its provisions are therefore subject to the <br />disclosure prohibitions of N.C. Gen. Stat. § 105-259,N.C. Gen. Stat. § 153A-148.1, and <br />N.C. Gen. Stat. § 132-1.1. <br />3. Registering for occupancy tax purposes or payment of occupancy tax does not constitute a <br />concession that the OTCs are engaging in business within any locality in North Carolina or <br />a concession that the OTCs are subject to any other tax or license in North Carolina. <br />4. For occupancy of accommodations facilitated by any OTC pursuant to reservations made <br />on or after January 1, 2015 that are subject to the occupancy tax of any of the Taxing <br />26399409_1—Orange County