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HomeMy WebLinkAbout2005 S Finance - School Sales Tax Reimbursements - Interlocal Agreement CHCCS9~ INTERLOCAL AGREEMENT CONCERNING CAPITAL PROJECTS FOR PUBLIC SCHOOLS This Interlocal Agreement is dated as of January 19, 2006, and is by and between ORANGE COUNTY, NORTH CAROLINA (the "County"), and THE CHAPEL HILL-CARRBORO CITY SCHOOLS BOARD OF EDUCATION (the "School Board"), and provides as follows: The County and the School Board have agreed on an arrangement to facilitate their cooperation in certain projects for additions, improvements, renovations and repairs to School Board property. Under this arrangement, the School Board will transfer property to the County. The School Board will then lease the property back from the County. The School Board, on the County's behalf, will arrange for contracts for the contemplated projects. The County will disburse funds to contractors. This arrangement is intended to be flexible and to include a wide range of capital projects for public schools operated by the School Board. Capitalized terms used in this Agreement and not otherwise defined have the meanings set forth in Exhibit A. Now, therefore, for and in consideration of the mutual promises in this Agreement, the parties agree as follows: 1. The School Board will convey Contract Property to the County Whenever the School Board determines that it would be in the School Board's interest in carrying out a Project for some of the School Board's property to become Contract Property subject to the terms of this Agreement, the School Board will convey such property to the County pursuant to the following provisions: a) The School Board will publish a notice of public hearing, in substantially the form of Exhibit B, at least ten days prior to the hearing date. As shown in Exhibit B, the notice will describe, in brief and general terms, the 94432v1 1 property to be conveyed and the Project to be undertaken with respect to that property. b) After conducting a public hearing as provided in the notice, the School Board will adopt a resolution, substantially in the form of Exhibit C, (i) designating the property to be conveyed, (ii) describing the contemplated Project, and (iii) requesting the County to accept conveyance of the property and to treat the same as Contract Property under this Agreement. c) The School Board will provide a certified copy of the resolution contemplated in (b) above to the County. The County will then provide for the County Board promptly to consider the School Board's request. d) If the County determines to accept the conveyance, then the School Board will prepare, execute, deliver and record an appropriate deed to the County providing for the conveyance. The deed must be acceptable to the County in form and substance. Upon the recording of the deed, the property described therein automatically becomes Contract Property under this Agreement, without the need for further action by any party. 2. The County will lease all Contract Property to the School Board. a) Demise. The County hereby leases each portion of the Contract Property to the School Board, and the School Board hereby leases the Contract Property from the County, in accordance with the provisions of this Agreement, to have and to hold for the Lease Term. The Lease Term commences automatically upon the recording of the deed constituting the property as Contract Property, without the need for further action by any party. The School Board must prepare and record a Memorandum of Lease, substantially in the form of Exhibit D, with respect to each element of the Contract Property promptly upon the commencement of the Lease Term. b) Termination. The Lease Term terminates with respect to any portion of Contract Property upon the reconveyance of that property to the School Board pursuant to Section 4. c) Quiet Enjoyment. The County covenants that the School Board will during the Lease Term peaceably and quietly have and hold and enjoy the Contract Property without suit, trouble or hindrance from the County, except as expressly 94432v1 2 required or permitted by this Agreement. The County will not interfere with the School Board's quiet use and enjoyment of the Contract Property during the Lease Term. The County will, at the School Board's request and the County's cost, join and cooperate fully in any legal action in which the School Board asserts its right to such possession and enjoyment, or which involves the imposition of any taxes or other governmental charges on or in connection with the Contract Property. In addition, the School Board may at its own expense join in any legal action affecting its possession and enjoyment of the Contract Property and will be joined (to the extent legally possible, and at the School Board's expense) in any action affecting its liabilities under this Agreement. d) Consideration. In partial consideration for its acquisition of rights to use the Contract Property during the Lease Term, the School Board agrees to use the Contract Property for public education in fulfillment of its obligation, shared by the County, to provide for educational services in the County. In addition, in consideration of its rights under this Agreement, the School Board undertakes the obligations imposed on it under this Lease, including those imposed by Section 2(e). e) Care and Maintenance. The School Board shall have all responsibilities for the maintenance, care, security and safekeeping of the Contract Property, including (without limitation) the following: Environmental Matters - to maintain the Contract Property in compliance with all federal, State and local environmental laws and regulations, and to notify the County in the event of any change in the environmental condition of the Contract Property, or the receipt of any notice from any regulatory or administrative body concerning environmental matters related to the Contract Property. Taxes and Other Governmental Charges - to pay when due the full amount of all taxes, assessments and other governmental charges lawfully made by any governmental body during the term of this Agreement related to any Contract Property. Insurance - to acquire, carry and maintain, at its own expense, (i) broad-form extended coverage property damage insurance with respect to all Improvements in an amount equal to the estimated replacement cost of such Improvements, with such property damage insurance to include the County as a loss payee, (ii) comprehensive general liability insurance in an amount not less than $1,000,000 for personal injury or death and $1,000,000 for property damage, 94432v1 3 and (iii) workers' compensation insurance issued by a responsible carrier authorized under State law to insure the School Board against liability for compensation under applicable State law as in effect from time to time. All insurance shall be maintained with generally recognized responsible insurers and may carry reasonable deductible or risk-retention amounts. No School Board agent or employee shall have the power to adjust or settle any property damage loss greater than $50,000 with respect to the Contract Property, whether or not covered by insurance, without the County's prior written consent. The County shall not be responsible for the sufficiency or adequacy of any required insurance and shall be fully protected in accepting payment on account of such insurance or any adjustment, compromise or settlement of any loss agreed to by the County. Compliance with Requirements - to cause any Improvements to be designed and constructed in compliance with all applicable legal requirements, including subdivision, building and zoning regulation, and to observe and comply promptly with all current and future requirements relating to the Contract Property's use or condition imposed by (i) any judicial, governmental or regulatory body having jurisdiction over the Contract Property or any portion thereof or (ii) any insurance company writing a policy covering the Contract Property or any portion thereof, whether or not any such requirement shall necessitate structural changes or improvements or interfere with the use or enjoyment of the Contract Property. The School Board shall in no event use the Contract Property or any part thereof, nor allow the same to be used, for any unlawful purpose, or suffer any act to be done or any condition to exist with respect to the Contract Property or any part thereof, nor any article to be brought thereon, which may be dangerous, unless safeguarded as required by law, or which may, in law, constitute a nuisance, public or private, or which may make void or voidable any insurance then in force with respect thereto. Maintenance and Repairs - to keep the Contract Property in good order and repair (reasonable wear and tear excepted) and in good operating condition, to prevent any waste or any other occurrence whereby the value or usefulness of the Contract Property might be impaired, and from time to time to make all necessary or appropriate repairs, replacements and renewals. Security - to take all reasonable steps necessary to safeguard the Contract Property, including all personal property related thereto. 9aa32vl 4 Utilities - to pay all charges for utility services furnished to or used on or in connection with the Contract Property. No Encumbrance, Mortgage or Pledge -not to directly or indirectly create, incur, assume or suffer to exist any mortgage, pledge, lien (including mechanics' and materialmen's liens), charge, encumbrance or other claim in the nature of a lien on or with respect to the Contract Property. Notice of Damage and Destruction - to notify the County promptly if (i) the Contract Property or any portion thereof is stolen or is destroyed or damaged by fire or other casualty, (ii) a material defect in the construction of any Improvements shall become apparent, or (iii) title to or the use of all or any portion of the Contract Property shall be lost by reason of a defect in title. Each notice shall describe generally the nature and extent of such damage, destruction or taking f) Disclaimer of Warranties. THE COUNTY MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR FITNESS FOR A PARTICULAR USE OF THE CONTRACT PROPERTY OR ANY PART THEREOF OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE CONTRACT PROPERTY OR ANY PART THEREOF. In no event will the County be liable for any direct or indirect, incidental, special or consequential damage in connection with or arising out of this Agreement or the existence, furnishing, functioning or use by any of them of any item, product or service provided for herein. The School Board acknowledges that the County has not designed any improvements on the Contract Property (the "Improvements"), that the County has not supplied any plans or specifications with respect thereto and that the County (a) is not a manufacturer of, nor a dealer in, any of the component parts of the Improvements or similar Contract Property, (b) has not made any recommendation, given any advice nor taken any other action with respect to (i) the choice of any supplier, vendor or designer of, or any other contractor with respect to, the Improvements or any component part thereof or any property or rights relating thereto, or (ii) any action taken or to be taken with respect to the Improvements or any component part thereof or any property or rights relating thereto at any stage of the construction thereof, (c) has not at any time had physical possession of the Improvements or any component part thereof or made any inspection thereof or any property or rights relating thereto, and (d) has not made any warranty or other 94432v1 S representation, express or implied, that the Improvements or any component part thereof or any property or rights relating thereto (i) will not result in or cause injury or damage to persons or property, (ii) have been or will be properly designed, or will accomplish the results which the School Board intends therefor, or (iii) are safe in any manner or respect. g) Permits and Other Authorizations. The School Board covenants and represents to the County that the School Board has obtained all permits, consents, approvals or authorizations of all governmental entities and regulatory bodies required as a condition to the use of Contract Property for public school purposes. The School Board further covenants and warrants to maintain through the duration of this Agreement all such permits, consents, approval or authorizations necessary to use the Contract Property for public school purposes. h) Property owned by County. Except for personal property purchased by the School Board at its own expense, title to the Contract Property and any and all additions and modifications to or replacements of any portion of the Contract Property will be held in the County's name until re-conveyed as provided in Section Four. The School Board has no right, title or interest in the Contract Property or any additions and modifications to or replacements of any portion of the Contract Property during the Lease Term, except as expressly set forth in this Agreement. i) School Board's Subleasing and Assignment. (i) Except as provided in subsection (ii), the School Board may not sublease the Contract Property, in whole or in part, enter into other agreements for the use of any part of the Contract Property or assign any of its rights or obligations under this Agreement, without the County's prior written consent. (ii) The School Board may enter into agreements for the use of portions of the Contract Property with state and local (but not federal) government entities, and may allow for the occasional use of portions of the Contract Property by non- government entities, in each case without the necessity of obtaining the County's prior consent. The School Board must make an annual report to the County of all such agreements so that the County may monitor such use to protect its rights to the Contract Property and to assure compliance with any separate covenants made by the County with respect to such Contract Property. The School Board must make this report by September 15 of each year for the School Board's then most recently- completed fiscal year. 94432v1 j) Indemnification. To the extent permitted by law, the School Board will indemnify and save the County harmless against and from all claims, by or on behalf of any person, firm, corporation or other legal entity, arising from the operation or management of the Contract Property during the Lease Term, including any arising from: (i) any condition of the Contract Property; or (ii) any negligent act of the School Board or of any of its agents, contractors or employees or any violation of law by the School Board or breach of any covenant or warranty by the School Board under this Agreement. The School Board will, upon notice from the County, defend or pay the cost of defending the County in any action or proceeding brought in connection with any claims arising out of circumstances described in (i) or (ii) above. 3. The School Board will carry out all Projects as the County's agent a) The County appoints the School Board as its agent to carry out all phases of the Projects. The School Board, as the County's agent, assumes all the County's rights, duties and responsibilities regarding such matters, except as limited in this Agreement. The School Board will appoint no further agent to assume such rights or carry out such duties and responsibilities without the County's prior written consent. b) The School Board, with the County's approval, may enter into any purchase order or contract with respect to a Project in the School Board's name. Alternatively, the County may require that any such purchase orders or contracts be entered into by the County in its own name or be entered into by the County and the School Board jointly. All contracts must comply with the public procurement laws and any other State laws applicable to either the School Board or the County, as appropriate, with regard to entering into such contracts. The School Board must provide that contractors provide bonds and insurance coverages that comply with the requirements of North Carolina law. c) The School Board, as the County's agent, will be responsible for carrying out each Project, and the School Board will have all rights to supervise each Project. The County and its representatives and agents will have the right to enter upon the Project sites and inspect the Project work from time to time during 94432v1 '] construction and after the completion of construction, and the School Board will cause any vendor, contractor or sub-contractor to cooperate with the County and its representatives and agents during such inspections. No right of inspection or approval granted in this Section will be deemed to impose upon the County any duty or obligation whatsoever to undertake any inspection or to make any approval. No inspection made or approval given by the County will be deemed to impose upon the County any duty or obligation whatsoever to identify or correct any defects in the School or to notify any person with respect thereto, and no liability will be imposed upon the County, and no warranties (either express or implied) are made by the County as to the quality or fitness of any improvement, any such inspection and approval being made solely for the County's benefit. d) For so long as the School Board is not in default of any of the provisions of this Agreement, the School Board will have the right to enforce in its own name or in the County's name purchase orders or contracts entered in the County's name or the School Board's name for the Project; provided however, that if the School Board is in default of any provisions of this Agreement for a period of thirty days after being notified by the County of such default without cure, the County will have the right to assume all the School Board's responsibilities for the Project. In the event of such a termination, the School Board will assign any and all right, title and interest to any and all contracts relating to the Project, including but not limited to any architect agreements, any and all engineering agreements, any and all construction agreements, and any and all plans, specifications and other drawings or documents prepared or to be prepared for the Project. The School Board agrees to reimburse to the County for any and all costs, expenses, and damages incurred by the County in the assumption of the rights and responsibilities of the School Board due to such event of default without cure, and to indemnify and hold the County harmless for any and all claims for damages by others related to such event of default without cure. e) The School Board will request funds for the payment of Project Costs from the County, and will provide the County with the necessary information supporting a requisition. The County will have the right to obtain such additional evidence as it deems appropriate to determine the accuracy of the representations set forth in the form of requisition and the propriety of payment. The School Board will provide the County with such information in the School Board's possession as the County may request. The County will pay all invoices to the third parties to which money is owed. 94432v1 f) Notwithstanding any provision of this Agreement, the County retains the sole power to control and direct the application and distribution of proceeds of casualty insurance applicable to any Contract Property. 4. The County will re-convey property to the School Board when a Project is complete Upon the completion of any Project, the County will re-convey the subject Contract Property to the School Board at the School Board's request. The School Board shall make this request by the adoption of an appropriate resolution. The School Board will deliver a certified copy of the resolution to the County. The School Board will provide the County with an appropriate form of deed for execution and delivery by the County to the School Board. Notwithstanding the foregoing, the parties shall provide for all property conveyed to the County pursuant to this Agreement to be re-conveyed to the School Board not later than December 31, 2025. All provisions of this Agreement relating to the lease of Contract Property shall terminate immediately with respect to particular Contract Property upon the re-conveyance of such Contract Property to the School Board, without the need for further action by any party. 5. Administrative and Miscellaneous Provisions a) Representations, Covenants and Warranties. The County and the School Board each represents, covenants and warrants for the other's benefit as follows: (i) Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with its terms and conditions, nor the consummation of the transactions contemplated by this Agreement, results in a breach of the terms, conditions and provisions of any agreement or instrument to which either is now a party or by which either is bound, or constitutes a default under any of the foregoing. (ii) To the knowledge of each party, there is no litigation or other court or administrative proceeding pending or threatened against such party (or against any other person) affecting such party's rights to execute or deliver this Agreement or to comply with its obligations under this Agreement. Neither such party's execution and delivery of this Agreement, nor its compliance with its obligations under this 94432v1 (~ Agreement, requires the approval of any regulatory body or any other entity the approval of which has not been obtained. b) Notices. All notices, certificates or other communications under this Agreement will be sufficiently given and will be deemed given when delivered or mailed by registered mail, postage prepaid, addressed as follows: (i) If intended for the County Projects, to County Manager, Orange County, Attention: Notice under 2006 Interlocal Agreement for School Projects, 200 South Cameron Street, Hillsborough, North Carolina 27278 ; or (ii) If intended for the School Board, to Superintendent, The Chapel Hill- Carrboro City Schools Board of Education, Attention: Notice under 2006 Interlocal Agreement for School Projects, 750 S Merritt Mill Road, Chapel Hill, North Carolina 27516. c) Binding Effect. 'This Agreement will inure to the benefit of and shall be binding upon the School Board and the County, and their respective successors and assigns. d) Amendments, Changes and Modifications. This Agreement may be amended only in writing signed by both parties. e) Severability. If any provision of this Agreement, other than the requirement of the County to provide quiet enjoyment of the Contract Property, is held invalid or unenforceable by any court of competent jurisdiction, such holding will not invalidate or render unenforceable any other provision hereof. f) Execution in Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which will be an original and all of which will constitute but one and the same instrument. g) Applicable Law. The parties intend that this Agreement will be governed by and construed in accordance with State law. h) School Board and County Representatives. Whenever under the provisions hereof the approval of the School Board or the County is required to take some action at the request of the other, unless otherwise provided, such approval or such request must be given (i) for the County by the County Manager, and (ii) for 94432v1 1 Q the School Board by its Superintendent, or (iii) in either case by anyone designated by the respective governing body to perform any act (or any specified act) under this Agreement, and in any such case the School Board and the County will be authorized to act on any such approval or request. i) Not exclusive. This Agreement is not intended as the exclusive method for the County and the School Board to cooperate with respect to capital projects for public schools operated by the School Board. The parties may proceed with respect to such projects in a variety of methods. These methods may include separate but similar leasing arrangement for designated Contract Property. j) Further Assurances; Corrective Instruments. The School Board and the County agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for carrying out the intention of this Agreement. k) Retroactive. The parties intend that, to the extent permitted by law, this Agreement should be deemed to be retroactive with respect to Projects that may have been in progress at any time on or after July 1, 2005. The parties will cooperate as may be reasonably necessary to provide for the application of this Agreement to such Projects. Exhibits - A Definitions B Form of notice of public hearing C Form of resolution from School Board D Form of memorandum of lease [The remainder of this page has been left blank intentionally.) 94432v1 1 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their corporate names by their duly authorized officers, all as of the date first above written. ^~ ~ [SEAL] i~- ATTES ~'~~ z:~ [1~jame] Donna S. Baker Clerk, Board of Commissioners [SEAL] ATTEST: [Name] Secretary By: ~ 1/l~/~'~'l.s [Name] Moses Carey, Chair, Board of Commi THE CHAPEL HILL-CARRBORO CITY SCHOOLS BOARD OF EDUCATION By: [Name] Chair [Interlocal Agreement dated as of January 19, 2006] 94432v1 I Z ORANGE COUNTY, NORTH CAROLINA STATE OF NORTH CAROLINA;,ORANGE COUNTY I, ~ , a Notary Public of said State and County, do hereby certify th [name] and [name] personally came before me this day and acknowledged that they are the Chair and Clerk, respectively, of the Board of Commissioners of Orange County, North Carolina, and that by authority duly given and as the act of such County, the foregoing instrument was signed in the County's name by such Chair, sealed with its corporate seal and attested by such Clerk. Witness my hand and official seal this day of 6. Notary lic My commission expires: /~' ' O~~ STATE OF NORTH CAROLINA; ORANGE COUNTY I, ~ ° m ~ ~'~ ~, a Notary Public of said State and County, do hereby certi y that Neil Pedersen, with whom I am personally acquainted, and who being by me duly sworn, says that he is the Secretary of The Chapel Hill-Carrboro City Schools Board of Education and that Lisa Stuckey is the Chair of such Board of Education, the Board described in and which executed the foregoing instrument; that she knows the common seal of said Board; that the seal affixed to the foregoing instrument is said common seal, and the name of the Board was subscribed thereto by the said Chair, and that said Chair and Secretary subscribed their names thereto, and said common seal was affixed, all by order of the Board and that the said instrument is the act and deed of said Board. Witness my hand and official seal this ~~ay of January, 2006. Nota~ Public My commission expires: ~~ f ~T ~ 0~ ava 9aa3a~i 13 Exhibit A -Definitions Unless the context clearly requires otherwise, capitalized terms used in this Agreement and not otherwise defined shall have the following meanings: "Contract Property" means all property transferred to the County from the School Board pursuant to the terms of this Agreement. "County Board" means the County's governing board as from time to time constituted. "Improvements" means all real property and fixtures related to the real estate of Contract Property. "Lease Term," for any particular parcel of Contract Property, means the period of time during which such property is leased to the School Board in accordance with section 2, as determined pursuant to sections 2(a) (for the commencement of the Lease Term) and 2(b) (for the termination of the Lease Term). "Project," for any particular parcel of Contract Property, means the process of carrying out contemplated capital improvements on that property, as generally described in the resolution of the School Board calling for the conveyance of such property to the County, as described in section 1(b). "Project Cost" means all costs of a particular Project, including costs of the design, planning, constructing, acquiring, installing and equipping of improvements to Contract Property, including sums required to reimburse the County or the School Board for advances made for any such costs, 9aa32v1 14 Exhibit B -Form of Notice of Public Hearing Notice of Public Hearing by Chapel Hill-Carrboro City Schools Board of Education -- Property Conveyance to Orange County Please take notice that The Chapel Hill-Carrboro City Schools Board of Education will hold a public hearing on Thursday, February 2, 2006 at 6:45 p.m. (or as soon thereafter as the matter may be heard). The purpose of the hearing will be to take public comment concerning a proposal for the Board to transfer the property described below to Orange County, to facilitate capital improvements to the property. The property to be transferred may be briefly described as follows: Pin# 9777583576 W/S Smith Level Road 13.57 acres Pin# 9777493386 W/S Smith Level Road P93/163 49.412 acres The project to be undertaken with respect to this property may be briefly described as follows: Construction of Carrboro High School, a 162,000 square foot 9-12 school campus The County will lease the property back to the School Board for its continued use for school purposes. The County and the School Board expect that the property will be transferred back to the School Board once the project is complete. The hearing will be held at Chapel Hill Town Hall, Council Chambers All interested persons will be heard. The Board's plans are subject to change based on the comments received at the public hearing and the Board's subsequent discussion and consideration. Persons wishing to make written comments in advance of the hearing or wishing more information concerning the subject of the hearing may contact Donna Wyatt, 750 South Merritt Mill Road, Chapel Hill, NC 919.967.8211 ext. 226 94432v1 1 5 Exhibit C -Form of School Board resolution Resolution authorizing conveyance of property to Orange County to facilitate a capital proiect WHEREAS: The Chapel Hill-Carrboro City Schools Board of Education (the "School Board") has previously determined to cooperate with Orange County, North Carolina (the "County"), to undertake capital projects for the schools operated by the School Board. To carry out the agreed-upon plan of cooperation, the County and the School Board have entered into an Interlocal Agreement dated as of January 19, 2006, providing for the conveyance of property to the County, followed by the leasing of the property back to the School Board. The Interlocal Agreement also provides for the School Board to undertake the capital projects on the County's behalf, and for the eventual re-conveyance of the property to the School Board. BE IT THEREFORE RESOLVED by The Chapel Hill-Carrboro City Schools Board of Education, as follows: 1. The School Board requests that the County acquire the following property for the purposes contemplated by the Interlocal Agreement: Parcel # 9777583576 W/S Smith Level Road 13.57 acres and Parcel # 9777493386 W/S Smith Level Road P93/163 49.412 acres 2. The Project to be carried out with respect to the transferred property may be briefly described as follows: Construction of Carrboro High School, a 162,000 square foot 9-12 school building. 3. The Board, under the authority of Section 153A-158.1 of the General Statutes, authorizes the conveyance of the Board's interest in such property to the County for the purposes described in the Interlocal Agreement, without further consideration. The Board's Chair is authorized and directed to execute and deliver an appropriate deed or deeds (the "Deed") to carry out such conveyance. The Deed will be in such form as the Chair may approve. The description of the property conveyed in the Deed shall be such as the Board's Chair may approve in consultation with the Board's attorney. 94432v1 ] 4. All Board officers and employees are authorized and directed to take all such further action as they may consider necessary or desirable in connection with the furtherance of the purposes of this resolution. 94432v1 1'~ Exhibit D -form of memorandum of lease Return After Recording To: Geoffrey E. Gledhill, Esq. Orange County Attorney Post Office Drawer 1529 Hillsborough, NC 27278 MEMORANDUM OF LEASE STATE OF NORTH CAROLINA ) ORANGE COUNTY ) ORANGE COUNTY, NORTH CAROLINA, a political subdivision of the State of North Carolina, as lessor, having an address of 200 South Cameron Street, Hillsborough, NC 27278, hereby leases to THE CHAPEL HILL-CARRBORO CITY SCHOOLS BOARD OF EDUCATION, as lessee, having an address of 750 S Merritt Mill Road, Chapel Hill, North Carolina 27516, for a term beginning ,and continuing for a maximum period ending December 31, 2025, the real property described in Exhibit A. The provisions set forth in a written agreement between the parties dated as of January 19, 2006, are hereby incorporated in this memorandum. [Signature blocks to be added; property description to be attached] 94432v1 1 g