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HomeMy WebLinkAboutAgenda - 06-24-2008-4vORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: June 24, 2008 Action Agen a Item No. -~ SUBJECT Little River Regional Park Interlocal Agreement Renewal DEPARTMENT: Parks and Recreation PUBLIC HEARING: (Y/N) No ATTACHMENT(S): INFORMATION CONTACT: Draft New Agreement- Changes are Italicized and Lori Taft, 245-2660 Explanations are in Bold Previous Agreement PURPOSE: To consider the proposed draft renewal of the Interlocal Agreement between the counties of Orange and Durham. BACKGROUND: In December 2004, Orange and Durham counties opened the jointly owned Little River Regional Park, a 391-acre park that is operated by Orange County Parks and Recreation through an Interlocal Agreement. The boards of commissioners of Orange and Durham counties adopted this Interlocal Agreement for the park in 2003, for afour-year initial period. The agreement has expired and representatives of the two counties have met on several occasions to redraft a new agreement which would serve to address subsequent issues associated with the experiences of the first several years, as well as the development of a common vision for the future of the park, moving past the start-up phase of park operations. The revised draft addresses a comprehensive Master Plan (only a small developed portion of the park was master planned in 2002) and Management Plan, Facility Naming, Ownership, Management, Funding, Park Operations, Contracts, Insurance, Park Security and Safety and Park Caretaker Residence. The duration of the proposed renewal agreement would be for an additional three years, expiring on June 30, 2011. Substantive changes are italicized and explanations in bold are provided in the proposed new agreement. (attached) FINANCIAL IMPACT: As in the past, the agreement proposes the 50-50 cost-share for direct costs associated with park management and operations. Past practice has been that Orange County bills and collects from Durham County 50% of expenditures less revenues received during each six-month period. No additional financial impact is anticipated. RECOMMENDATION(S): The Manager recommends that the Board adopt the Little River Regional Park Interlocal Agreement Renewal and authorize the Manager to sign the Agreement on behalf of the Board. 5-6-08 Draft Changes are Italicized and Explanations are in Bold STATE OF NORTH CAROLINA COUNTY OF ORANGE INTERLOCAL AGREEMENT and FOR THE OPERATION AND MAINTENANCE OF COUNTY OF DURHAM LITTLE RIVER REGIONAL PARK This INTERLOCAL AGREEMENT, is hereby made and entered into this the 1st day of July, 2008, by and between ORANGE COUNTY, hereinafter referred to as "Orange County," and DURHAM COL7NTY, hereinafter referred to as "Durham County," pursuant to N.C. Gen. Statute 160A-460 et seq., and other applicable laws. WITNESSETH: WHEREAS, Orange County and Durham County own certain adjacent property known collectively as Little River Regional Park and Natural Area, (hereinafter referred to as "Park"), of which 136 acres are located in Orange County and 255 acres are located in Durham County, a map of which property is attached hereto as Exhibit A; and WHEREAS, Orange County and Durham County have agreed to make the Park available for low-impact outdoor recreational purposes, including picnic areas, play meadows, nature study, walking trails, and other recreational uses; and WHEREAS, Orange County and Durham County have agreed to monitor and protect sensitive natural and cultural resources known to exist on the Park property; and WHEREAS, Orange County and Durham County desire to share revenues and. expenses equally for the joint use and mutual benefit of the citizens of both counties; and WHEREAS, Orange County and Durham County agree that Orange County should operate and maintain the park to the mutual benefit of citizens of both counties during the term of this Agreement and any subsequent extended term thereof, pursuant to N.C. Gen. Statute 160A-355, N.C. Gen. Statute 160A-460 et seq., and other applicable law. NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements contain herein, the parties hereto agree as follows: I. General 1. Park Name. The official name of the Park shall be "Little River Regional Park and Natural Area." Orange County will install a prominent sign, consistent with Orange County zoning regulations, at the entrance to the park indicating that name as approved by both counties and 5-6-08 Draft included in the Park Master Plan. In some instances, the name may be shortened to the "Little River Park". 2. Park Master Plan. The Master Plan shall be developed jointly by Orange and Durham Counties so as to incorporate all property and facilities within the Park, both existing and proposed. The Master Plan, when amended shall be presented to both Boards of County Commissioners (hereinafter collectively referred to as "Boards") for approval. Note: The developed portion of the park was subject to a Master Pian created for that 15 acre portion. It is the desire of staff from both counties to develop a Master Pian and Management Pian for the entire 391 acre park. The Master Plan shall include adopted functional uses, a general land use map that depicts existing site constraints and locations for proposed phasing of Park improvements and general programming. The Master Plan shall acknowledge and incorporate existing park development. (see #2 above) 3. Management Plan. A Management Plan will be developed jointly by Orange and Durham Counties. This document will accompany the Master Plan and will also be presented to both Boards for approval. (see #2 above) The Management Plan is a long-term stewardship and general programmatic usage document detailing management of the natural, biological, cultural and man-made features . of the park, in keeping with the Master Plan goals. (see #2 above) 4. Names on Park Facilities. Any formal naming ofpark-amenities (e.g., trails, shelters, etc.) or acknowledgment of people or entities on signage (e.g., project partners, monetary contributors, etc.) will be in accordance with a joint naming policy to be developed and approved by both Boards as a part of the Management Plan. 5. Ownership The land shall continue to be owned as separate parcels with Orange County owning the 136 acres located in Orange County and Durham County owning the 255 acres located in Durham County. a) Conservation Easements. Both counties recognize that the Park was acquired with grants from the NC Clean Water Management Trust Fund and NC Parks and Recreation Trust Fund and that there are conservation easements in place encumbering the property as a result of those grants. The conservation easements are recorded at the Orange County Register of Deeds, Book 2198 Page 256 and at the Durham County Register of Deeds, Book 3027 Page 194. b) Easements. Any access easements acquired for the public use of adjacent private property shall be approved by both Boards. c) Additional Tracts. As opportunities develop in the future, additional tracts may be considered by the two counties for acquisition. Amendments to the Master Plan to include the additional tract(s) will be initiated through the joint county staff with recommendations to both Boards for approval. If the proposed additional tract(s) require additional costs for maintenance and/or operations, then S-6-O8 Draft L~ the additional cost of maintenance and/or operations shall be negotiated and approved by both Boards. If, however, the additional tract(s) will have no financial impact on costs associated with Park operations and maintenance, then the purchase of each proposed tract may be made by the County where the tract is located if the tractrs located in only one of the Counties. If the tract is located in both Counties, both Boards must approve the purchase and must approve the manner in which title to the tract is conveyed. II. Park Management 1. Allowed Uses. The Park shall be open and available to the general public regardless of race, gender, color, creed, age, disability, familial status, marital status, veteran status, political or religious affiliation or national origin. Orange County and Durham County, through their respective Boards, with input from a citizen advisory committee and other members of the public, have agreed on what uses will and will not be allowed in the Park. Modification of the approved uses will be considered through the joint county staff and recommended for consideration and approval by the Boards. 2. Annual Objectives: Operations at the Park shall be guided by a jointly approved set of priorities and actions developed by fiscal year in conjunction with the annual budget. The Annual Objectives may be modified as needed throughout the year based on agreement from both counties. The Annual Objectives should sped major new capital projects, major maintenance or operational issues, general programming and other activities. Orange and Durham staff will meet twice annually to discuss the budget and objectives. Annual objectives shall be consistent with the approved Management Plan and Park Master Plan. Note: This section was not included in the previous agreement. This involves both counties in the development of annual objectives for the park. 3. Park Policies and Regulations. Orange County and Durham County, through their Boards, shall approve all rules, regulations, ordinances, policies, and fees, contained in Operational Guidelines to be implemented, by Orange County and where necessary by Orange County and Durham County in the operation and management of the Park, unless specifically otherwise provided for in this Agreement. The policies and regulations may be amended from time to time by mutual agreement and approval of the Boards. 4. Budget. The Orange and Durham County Managers, or their designees shall meet to consider and make recommendations regarding an annual budget for the operation of the Park, and a capital budget. The annual budget should be based on proposed annual objectives as detailed above. The capital budget shall include proposed capital improvements to be made to the Park within the next fiscal year. The recommendations of the Managers shall be submitted to their respective Boards. The Boards shall each consider such budget recommendations and take such action as deemed appropriate. If the Boards do not both agree to the annual budget as submitted by the Managers, the Managers shall meet again to try to 'create another budget proposal, and the Boards shall again attempt to come to agreement. The failure of the respective Boards to agree upon an annual budget after a second attempt shall be grounds for terminating this Agreement. Transfers between FY budgetary line items of up to $1,000 can be made administratively by Orange County; transfers over $1, 000 require the consent 5-6-08 Draft from Durham County Manager or his designee. Note: The two counties. have passed L12P Park budgets that differ slightly each of the years that the partnership has been in effect. The budget differences are due to last minute decisions related to COLA, living wage, and other line item changes. They are not due to disagreement between staffs. This language defines a procedure for reconciling these minor differences. 5. Annual Reports. Reports on the activities in the park may be prepared for presentation as needed by Durham and/or Orange Counties. Any reports prepared for presentation should be shared with the other county. Note: Not previously included - represents a new idea. III. Park Funding. 1. Annual Operations. All operating and maintenance costs of the Park shall be shared equally by both counties (Orange County 50% and Durham County 50%). Orange County shall be responsible for operating and maintaining the. Park and shall invoice Durham County twice annually for 50% of the actual operating and maintenance costs, including building and grounds maintenance, personnel costs, indirect costs, property insurance and any other costs incurred to properly operate and maintain the Park. Notwithstanding the foregoing, Durham County shall not share in the cost to repair damage to the Park and its facilities caused by the intentional or gross negligent acts and omissions of Orange County personnel or its contractors in the performance of their obligations rendered pursuant to this Agreement. Orange County shall not share in the cost to repair damage to the Park and its facilities caused by the intentional or gross negligent acts. and omissions of Durham County personnel or its contractors in the performance of their obligations rendered pursuant to this Agreement. In no event shall the amount invoiced exceed the budgeted amount for the Park in the then current fiscal year. 2. Emer enc~penses. Amounts budgeted for the Park as part of each county's annual budget may be increased to cover unforeseen and unbudgeted expenses. Such unforeseen and unbudgeted expenses shall be invoiced as provided here but only after it is approved by both County Managers and both Boards as an amendment to the applicable Park budget. Provided, however, emergency repairs (as defined herein) needed may be undertaken after their cost is approved in writing by both County Managers. For purposes of this Agreement, the term "emergency repair(s)" shall mean those repairs made necessary as the result of acts of God which repairs cannot be postponed for approval of a budget amendment by both Boards. After the costs are approved by the County Managers, both Boards shall be presented with said emergency repair costs as an amendment to the applicable Park budget at the next regularly scheduled Board meeting of each Board: Each County will provide to the other County detailed accounting of both direct and indirect costs for reconciliation purposes. Insurance reimbursement for repairs shall be accounted for in the applicable Park budget and made a part of the reconciliation. 3. Alternate Coacnty Expenses a. Single County Expenses. Notwithstanding the foregoing, either County may budget and/or expend funds for Park activities, which the other County will not or cannot approve, so long as such expenditure or any portion thereof is not invoiced to the other County for reimbursement or charged against the other County as an S-6-O8 Draft ~? expenditure. Such unshared expenditures shall not be considered a part of the Park budget and shall not become a cost to be reimbursed. Any such activities financed by one County must still be a approved as an activity by both Counties, and shall be in accordance with the Master Park Plan. Note: Language not previously included. This paragraph allows each county the flexibility of staging an event that may not be beneficial or of interest to the other county. b. Alternate County Funding. By mutual agreement, any activity(ies) may be funded by the two Counties using acost-sharing ratio other than SO/50 if mutually agreed to in writing in advance of the activity. Note: Language not previously included. Allows each county more flexibility. 4. Capital Costs Capital costs of the Park shall be shared equally by both counties (Orange County 50% and Durham County 50%) and paid for as provided in section III 6, herein. Notwithstanding the foregoing, either County may budget and/or expend, funds for jointly approved capital investment projects for the Park, for which the other County will not or cannot approve funding for, so long as such expenditure or any portion thereof is in accordance with the Park Master Plan, and not invoiced to the other County for reimbursement or charged against the other County as an expenditure. Such unshared expenditures shall not be considered a part of the Park budget and shall not become a cost to be reimbursed in the event of termination. 5. Park Revenues. All revenues generated from operation of the Park shall be shared equally by the two counties (Orange County 50% and Durham County 50%). Revenues shall be collected, when due, by Orange County, netted against operating and maintenance costs of the Park and designated as a set off on the invoice from Orange County to Durham County provided for in Section III of this Agreement. 6. Review and Reconciliation. At the end of each. fiscal year, the Finance Directors of both Counties shall conduct a review and reconciliation of amounts paid and payable under this Agreement. Such adjustments or payments as may be necessary to effectuate the reconciliation agreed upon by the Finance Directors of both Counties shall be promptly made. Reconciliation shall be completed prior to October 15 of each year. IV. Park Operations 1. Park Operation and Maintenance. During the term of this Agreement, Orange County shall manage the Park according to the terms of this Interlocal Agreement, jointly approved Operating Guidelines, and jointly approved Annual Objectives and shall provide operation and maintenance services customarily provided for in the management of a park. Orange County shall do and perform any and all things reasonably necessary for the pleasure, comfort, service and convenience of those who use the Park, as well as to protect and preserve the natural resources and facilities within the Park. a) Maintenance of Grounds. Maintenance of the Park grounds shall be performed by employees of Orange County or contractors as necessary to ensure proper and 5-6-08 Draft ~7 adequate maintenance. All contract maintenance costs shall be documented and accounted for as provided in Section III. b) Maintenance of Buildings. Maintenance of ail buildings and structures located on Park property shall be performed by employees of Orange County or contractors as necessary to ensure proper and adequate maintenance. c) Personnel. Personnel at the Park will be Orange County employees or independent contractors employed by Orange County under the jurisdiction of Orange County and, if Orange County employees, will fall under the personnel rules and policies governing the hiring, discipline, dismissal, pay and any other procedures established by Orange County affecting its employees. 2. Contracts. Orange County shall contract with engineers, consultants, contractors and other parties as necessary to operate the Park in accordance with the Master Plan, Management Plan, Annual Objectives, Operational Guidelines, and Annual Budget. In all cases, Orange County will comply with both counties' shared goals of enabling minority-owned firms to participate as contractors and sub-contractors in contracts for the development of the Plan. Orange County shall also comply with bidding procedures set forth by general statute and shall not exceed budgeted amounts by either County. Durham County agrees that the engineers, consultants, contractors and other parties as necessary may access so much of the Park as is owned by Durham County to accomplish the Plan. Those contracts required by State law to be approved by a county board, shall be approved by the Orange County Board. Those contracts not requiring board approval by State law shall be approved in accordance with Orange County fiscal policy. 3. Insurance. Both counties will share equally the cost of property insurance pursuant to Section III(1). The cost of liability insurance maintained by either party, if any, shall not be shared. 4. Park Security and Public Safety. Orange County and Durham County shall coordinate their efforts in providing for safety and security of users of the Park, Park staff, and adjacent landowners in the most effective and efficient manner possible. Orange County and Durham County agree to enter into a mutual aid agreement providing for response to fire and emergency medical services. Park Caretaker Residence. Orange County shall contract with engineers, consultants, contractors and other parties as necessary to establish and maintain a Park caretaker residence near the main entrance to the Park in a manner mutually agreed upon by both Boards. 6. General Provisions. a) Relationship of Parties. Durham County and Orange County shall not have the power to bind or obligate the other party. 5-6-08 Draft b) Assignments. This agreement is not assignable by either party without the written consent of the other. c) Notices. All notices provided for in this agreement shall be in writing, addressed to the respective county managers. d) Governing Law. This agreement shall be construed under the provisions of the law of the State of North Carolina. e) Good Farth. The parties mutually agree to deal in good faith one with the other in all respects in performing their duties under this Agreement. All actions recommended and implemented in the Plan will require joint approval by both Boards. 7. Entire Agreement. Except as otherwise provided in this Agreement, this Agreement contains the entire agreement between the parties. Amendments, if any, shall be in writing and signed by both parties. 8. Duration. This agreement shall be effective as of the above date and will expire June 30, 2011, unless terminated or extended as provided herein. Orange County and Durham County will discuss, prior to January 1, 2011, whether either county intends to assume or make other arrangements for operation of the Park upon the expiration of the original term of this Agreement or whether Orange County and Durham County desires to continue a contractual relationship for operation of the Park and upon what terms. In the event that this agreement has not been terminated, renewed or amended prior to the expiration date listed above, it will remain in effect until such time as both Boards have adopted a new agreement, but no longer than a 12 month period. Note: Previous language allowed ayear-to-year continuation. This language defines the term of the agreement with the expectation that further refinements may be desired in 2011. . 9. Termination. a) This agreement shall be subject to annual review and may be terminated at the end of the fiscal year upon one (1) year advance written notice by one party to the other party. b) Upon the expiration or termination of this Agreement, park amenities and the costs associated therewith will be distributed as follows: i) Real Property: The land shall continue to be owned as separate parcels with Orange County owning the 136 acres located in Orange County and Durham County owning the 255 acres located in Durham County. With respect to additional tract(s) acquired during the term of this Agreement and any extensions thereof, the additional tract(s) shall be owned in the manner acquired. ii) Costs of Improvements: The Counties agree to share equally in the value of the improvements made to the Park in the respective Counties; including but 5-6-08 Draft not limited to picnic shelters, campsite facilities, restroom structures, and the park caretaker residence. (For example, if the value of the improvements made to the portion of the Park which sits in Orange County equals $20,000 and the value of improvements made in Durham County equals $10,000, then Orange County will reimburse Durham County the set off amount of $5,000.) The value of said improvements shall be determined at the time of termination. iii) Grant Funds: The parties acknowledge that grant funding has and may be awarded to Durham and Orange Counties for the development of the Park. Orange County administers said grants and shall continue to do so for the joint benefit of the Counties. Upon termination, Durham County shall be reimbursed by Orange County in an amount equal to 50% of the total grant funds received, not yet expended and not subject to being returned to the granting authority, which have been planned for expenditure on amenities situated or to be situated in the Park. iv) This Agreement shall survive termination for the purposes of reconciliation or payment of any amount due and unpaid at the time of termination. S-6-O8 Draft ro IN WITNESS WHEREOF, the parties have caused this Interlocal Agreement to be executed as of the day and year first written above. ATTEST: Clerk to the Board FOR ORANGE COUNTY By: ATTEST: Clerk to the Board Laura Blackmon, Orange County Manager FOR Dti~F:I~AM COUNTY By: Michael M. Ruffin, Durham County Manager This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. Orange County Finance Director This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. Durham County Finance Director STATE OF NORTH CAROLINA COUNTY OF ORANGE and COUNTY OF DURHAM INTER.LOCAL AGREEMENT FOR THE OPERATION AND MAINTENANCE OF LITTLE RIVER REGIONAL PARK This INTERLOCAL AGREEMENT, is hereby made and entered into this the 28'~ day of June 2003, by and between ORANGE COUNTY, hereinafter referred to as "Orange County," and DURHAM COUNTY, hereinafter referred to as "Durham County," pursuant to N.C. Gen. Statute 160A-~60 et seq., and other applicable laws. WITNESSETH: WHEREAS, Orange County and Durham County own certain adjacent property known collectively as Little River Regional Park and Natural Area, (hereinafter referred to as "Park"), of which 136 acres are located in Orange County and 255 acres are located in Durham County, a map of which property is attached hereto as Exhibit A; and '~THEREAS, Orange County and Durham County have agreed to make the Park available for low-impact outdoor recreational purposes, including picnic areas, play meadows, nature study, walking trails, and other recreational uses; and VilI3EREAS, Orange County and Durham County have agreed to monitor and protect sensitive natural and Gulturat resources known to exist on the Park property; and WIiEREAS, Orange County and Durham County desire to share revenues and expenses equally for the }Dint use and mutual benefit afthe citizens of both counties; and WHEREAS, Orange County and Durham County agree that Orange County should operate and maintain the. park to the mutual benefit of citizens of both counties during the term of this Agreement and any subsequent extended term thereof, pursuant to N.C. Gen. Statute 160A-335, N.C. Gen. Statute 160A-~6© et seq., and other applicable law.. NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements contain herein, the parties. hereto agree as follows: Park Name. The official Warne of the Park shall be "Little River Regional Park and Natural Area." Orange County will install a prominent sign, consistent with Orange County zoning regulations, at the entrance to the park indicating that name as approved by both counties and included in the Park Master Plan. In some instances, the name may be shortened to the "Little River Park". Page l of 8 ~a 2. Park Master Plan. Little River Regional Park and Natural Area shall be developed in accordance with a Park Master Plan (hereafter "the Ptan"). The Plan shall be developed jointly by Grange and Durham counties and approved by bath Boards of Caumy Commissioners {hereinafter collectively referred to as "Boards"}. 3. Names on Park Facilities. Any formal naming of park amenities (e.g., trails, shelters, etc.) or acknowledgment of people on signage (e.g., project partners, monetary contriliutars, etc.} will be in accordance with a joint naming policy to be developed and approved by both Boards as a part of the Plan. 4. Ownership and Use: The land shall continue to be awned as separate pazcels with Orange County awning the I36 acres located in Orange County and Durham County owning the 255 acres located in Durham County. a) Allowed Uses. The Park shall be open and available to the general public regardless of race, gender, solar, creed, age, disability, familial status, marital status, veteran status, political ar religious affIiatian or national origin. Orange County and Durham County, through their respective Boards, with input from a citizen advisory committee and other members ofthe public, have agreed an what uses will and will not be allowed in the Park. Modification of the approved uses will be considered through the joint county staff and recommended far consideration and approval by the Boards. b) Conservation Easements. Both counties recognize that the Park was acquired with grants from the NC CIean Water Management Trust Fund and l~TC Parks and Recreation Trust Fund and that there are conservation easements in place encumbering the property as a result of those grants. The conservation easements are recorded at the Orange County Register of Deeds, $ook 2198 Page 256 and at the Durham County Register of Deeds, Book 3427 Page I94. c) Easements. Any access easements developed for the public use of adjacent private property shall be approved Iiy bath Boards. d} Additional Tracts. As opportunities develop in the future, additional tracts may be considered by the two counties for acquisition. Amendments to the Plan to include the additional tract(s) will be initiated through the joint county sta~Pf with recommendations to bath Boards far approval. If the proposed additional tract(s) will require additional costs for maintenance and(or operations, then the additional cost of maintenance and/or operations shall be negotiated and approved by both Boards. If, however, the additianat tract(s) will have no financial impact on costs associated with Park operations and maintenance, then the purchase of each proposed tract may be made by the County where the tract is located if the tract is located in only one of the Counties. If the tract is located in both Counties, Page 2 of S i~ both Boards must apprave the purchase and must approve the manner in which title to the tract is conveyed. 5. Park Policies and Regulations. Orange County and Durham County, through their Boards, with ~ input from their respecti~re citizen advisory committees, shall apprave all rules, regulations, ordinances, policies, fees, and operational guidelines to be implemented by Orange County and where necessary by Orange County and Durham County in the operation and management of the Park, unless specifically otherwise provided far in this Agreement. The policies and regulations may be amended from time to time by mutual agreement and approval of the Boards. The policies and regulations shall include, among other things determined appropriate by the Boards,. the Pazk description, naming policies, operational guidelines, fees, collection propedures and maintenance requirements. 6. Bu-.-~~. The Orange and Durham County Managers, or their designees shall meet to consider and make recommendations regazding a Park development budget, an annual budget for the operation of the Park, and a capital budget. The capital budget shall include capital improvements to be made to the Park within the next fiscal year, which shall be presented as capital project ordinances for each County. The recommendations of the Managers shall be submitted to their respective Boards. The Boards shall each consider such budget recommendations and take such action as deemed appropriate. The failure of the respective Boards to agree upon a development budget, an annual operating budget, or a capital budget far the Park shalt be grounds for terminating this Agreement, except as provided in section 7~c}, herein. 7. Park Funding. a.} All operating and maintenance costs of the Park shall be shared equally by both counties (Orange County Sd% and Durham County 50%). Orange County, through its Recreation and Pazks Department, shall be responsible far operating and maintaining the Park and shall invoice Durham County twice annually 50% of the actual operating and maintenance costs, including building and grounds rriaintenance, personnel costs, indirect casts, property insurance and any other costs incurred to properly operate and maintain the Park. Durham County shall not share in the cost to repair damage to the Pazk and its facilities caused by the intentional or gross negligent acts and omissions of Orange County personnel or its contractors in the performance of their obligations rendered pursuant to this Agreement. In no event shall the amount invoiced exceed the budgeted amount for the Park in the then current fiscal year. Amounts budgeted far the Park as part of each county's annual budget may be increased to cover unforeseen and unbudgeted expense. Such unforeseen and unbudgeted expense shall be invoiced as provided here but only after it is approved by bath County Managers and both Boards as an amendment to the applicable Park budget. Provided, however, emergency Page 3 of 8 r~ repairs (as defined herein) needed may be undertaken after their cost is approved in writing by both County Managers. For purposes of this Agreement, the term °`emergency repairs}" shall mean those repairs made necessary as the result of acts of God which repairs cannot be postponed for approval of a budget amendment by both Boards. After the costs are approved by the County 1~lanagers, both Boards shall be presented with said emergency repair casts as an amendment to the applicable Park budget at the next Board meeting of each Boazd. These approvals must be obtained before the expense is incurred. Each County will provide to the other County detailed accounting of bath direct and indirect costs for reconciliation purposes. Insurance reimbursement for repairs will be accounted for in the applicable Park budget and made a part of the reconciliation. -~ b,} Development costs of the Park shall be shared equally by both counties (orange County Sq% and Durham County SO%). Orange County is responsible for the development of the Park according to the Plan and shall account to Durham County for the development casts approved in the Development budget. c.) Capital costs of the Park shall be shared equally by both counties (Orange County. 50% and Durham. County SO%} and paid as provided in capital project ordinances adopted by Orange County and Durham County. Notwithstanding the foregoing, either County may budget and/or expend funds far capital for the Fark which the other County will not or cannot approve, so Long as such expenditure or any portion thereof is not invoiced to the other County for reimbursement ar charged against the other County as an expenditure. Such unshared expenditures shall z~ot be considered a part of the Park budget and shall not become a cost to be reimbursed in the event of termination. d.} At the end of each fiscal year, the Finance Directors of both Counties shall meet to conduct a review and reconciliation of amounts paid and payable under this Agreement. Such adjustments ar payments as may be necessary to effectuate the reconciliation agreed upon by the Finance Directors of both Counties shall be promptly made. Reconciliation shall be completed prior to October 15 ofeach year. 8. Contracts. Orange County shall contract with engineers, consultants, contractors and other parties as necessary to complete park development in accordance with the approved Plan. In ail cases, Orange County will comply with both counties' shared goals of enabling minority-owned firms to participate as contractors and sub-contractors in contracts far the development afthe Plan. Orange County shall also comply with bidding procedures set forth by general statute and shall not exceed budgeted amounts by either County. Durham County agrees that the Page 4 of 8 /~ engineers, consultants, contractors and other parties as necessary may access so much ofthe Park as is owned by Durham County to accomplish the Plan. Those contracts required by State law to be approved by a county board, shall .be approved by the Orange County Board. Those contracts not requiring board approval by State law shall be approved in accordance with Orange County f scat policy. 9. Park Revenues. All revenues generated from operation of the Park shall be shared equally by the two counties tOrange County 50°Y° and Durham County SO°!°). Revenues shall be collected, when due, by Orange Caunty, netted against operating and maintenance costs o£ the Park and designated as a set off on the invoice from Orange Caunty to Durham Caunty provided for in Section 7 of this Agreemem. 10. Park Caretaker Residence. Orange County shall contract with engineers, consultants, contractors and other parties as necessary to establish a Park caretaker residence near the main entrance to the Park in a manner mutually agreed upon by both Boards. I l . Fork. Operation and Maintenance. During the term of this Agreement, Orange County shall manage the Park and provide operation and maintenance services customarily provided for in such instances, and shall do and perform any and all things reasonably necessary for the pleasure, comfort, service and convenience of those who use the Park. a) Maintenance of Grounds. Maintenance of the Park grounds shall be performed by ernplayees of the Orange Caunty Recreation and Parks Department, the Orange Eounty Public Works Department or contractors as necessary to ensure proper and adequate maintenance. All contract maintenance costs shall be documented and accounted for as provided in Section 7. b} Maintenance of Buildinas. Maintenance of all buildings and structures located an Park property shall be performed by the Orange County Recreation and Parks Department, the Orange Caunty Public Works Department, ar contractors as necessary to ensure proper and adequate maintenance. c} Personnel. Personnel at the Pazk will be Orange County employees or independent contractors employed by Orange County under the jurisdiction of Orange County and, if Orange County employees, will fall under the personnel rotes and policies governing the hiring, discipline, dzsmissal, pay and any other procedures established by Orange county affecting its employees. Page 5 of 8 / C~ 12. Insurance. Both counties will share equally the cost of property insurance pursuant to Section 7. The cost of liability insurance maintained by either party, if any, shall not be shared. 13. Park Security 'and ,Public Safety. Orange County and Durham County shall coordinate their efforts in providing for safety and security of users of the Park, Fork stafi~ and adjacent landowners in the most effective and efficient manner possible. Orange' County and Durham County agree to enter into a mutual aid agreement providing far response to fire and emergency medical services. 14. General Provisions. a) Relationship of Parties. Durham-;County and Orange County shall not have the power to hind or obligate the other party. b} Assignments. This agreement is not assignable by either party without the written consent of the other. c) Natives. All notices provided for in this agreement shall be in writing, addressed to the respective county managers. d) Governing Law. This agreement shall be construed under the provisions of the law of the State of North Carolina. e} Good Faith. The parties mutually agree to deal in good faith one with the other in all respects in performing their duties under this Agreement. Atl actions recommended and implemented in the Pian will require joint approval by both Boards. 15. Entire Agreement. Except as otherwise provided in this Agreement, this Agreement contains the entire agreement between the parties. Amendments, if any, shall be in writing and signed by both parties. 16. Duration. This agreement sha11 be effective as of the above date and will expire June 30, 2007, unless terminated or extended as provided herein. Orange County and Durham. County will discuss, prior to January 1, 2007, whether either county intends to assume ar make other arrangements for operation of the Park at the termination of the original term of this Agreement ar whether Orange County and Durham County desires to continue a contractual relationship for operation of the Park and upon what tezms. The expectation of bath counties is to continue this Agreement beyond June 30, 2407 an a year to year basis, except as properly amended unless this Agreement is terminated in a manner set forth herein. Pale 6 of $ /~ 17. Termination. a) This agreement shall be subject to annual review and may be terminated at the end of the fiscal year upon one (1}year advance written notice by one party to the other party. b} TJn xhe event Durham County and Orange County cannot agree on the Plan or annual- Budget as required by Sections 2 and 6 respectively, or any other provision of this Agreement which requires approval from bath Boards, this agreement shall be terminated. c} Ugon the expiration or termination of this Agreement, park amenities and the casts associated therewith will be distributed as follows: i} Real Propertv: The land shall continue to be owned as separate parcels with Orange County owning the 13b acres located in Orange County and Durham County owning the 2SS acres located in Durham County. With respect to additional tracts} acquired during the term ofthis Agreement and any extensions thereof, the additional tracts} shall be owned in the manner acquired. ii) Costs of Imt~rovements: The Counties agree to share equally in the value of the improvements made to the Park in the respective Counties, including but not limited to picnic shelters, campsite facilities, restraom structures, and the pazk caretaker residence. (For example, if the value of the improvements made to the portion of the Park which sits in Orange County equals $20,000 and the value of improvements made in Durham County equals $10,000, then Orange County will reimburse Durham County the set off amount of $5,000.) The value of said improvements shall be determined at the time ofterminatian. iii) Grant Funds: The parties acknowledge that grant funding has and may be awarded to Durham and Orange Counties for the development of the Park. orange County administers said grants and shall continue to do so for the joint benefit of the Counties. Upon termination, Durham County shall be reimbursed by Orange Gounty in an amount equal to 50°.% of the total grant funds received, not yet, expended and not subject to being returned to the granting authority, which have been planned for expenditure an amenities situated or to be situated in the Park. iv} This Agreement shall survive termination far the purposes of reconciliation ar payment of any amount due and unpaid at the time of termination. Page 7 of 8 lg IN V~JI[TNESS W~IEREaFs the parties have caused this Interlocal Agreement to be executed as ofthe day and year first written above. ATTEST: F4R G E UST Clerk to the Board ohn Link, t3range County Manager ATTEST: Clerk to : e Board F{)R DURI:~[A11~ C(7UNTY By: ~ t Michae M. Ruffs , Durham County Manager ,EGAL SUFFICIENCY: This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal CGS roI Act. range County Finance Director This instrument has been pre-audited in the manner required by the Local Government Budg and Fiscal Con orbs unty Finance Director Page 8 of 8