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HomeMy WebLinkAbout1994 S Orange County Facilities - Services Agreement THE Cm rAumpiiT HAs BEEN PR&ALIDum IN MM MANNER R.SC HD BY TLM LOCAL GcvEka dE2rr Rvoaer AND F=-AL CONTIML ACT. Kcz=dt T. Chaview F7nanac bffi=r NQATH CAROLINA COMMUMTY ACnVM CENTER WGEt COUNTY FACRITE S/SERVIM AGREEMENT THIS AGREEMENT(the "Agrmecnent") made and entered into as of the 1st day of March, 1994, by and between ORANGE CouNVTY Commul`!m Ac•rivrrY CoRIORATIoN (the "Corporation"), a amprofit corporation duly incorporated under the laws of the State of North Carolina, and the CouNTY OF ORANGE, NORTH CARomm (the "County"), a body politic and corporate existing under North Carolina law: WITNESSETH: WRENS,the Board of Commissioners of the County of Orange, North Carolina(the "Board") has determined that there is a need for a public swvnmiag pool accessible to all residents of the County; and - WI; REAS, the Board has evaluated several options for providing a public swimming pool accessible to all residents of the County; and WRM?FAS, the Board has appropriated an initial amount of funding for the construction of a public swimming pool facility in the County's 1993-98 Capital Improvements plan; and IVHBMS, the Corporation is a nonprofit organization authorized to own, operate and manage iecreadonal activities in tho County; and WHLREAS, the Corporation has proposed the construction of a Community Activity Center ("CAC"), which would include three swimming pools (the "CAC 1?ooIs") and other facilities, including an ice rink; and WF.I'E?RAs, the Corporation proposes to finance construction of the CAC through a "63-20" 5mncing(the"Corporation Fin; ncing")in which the Corporation would issue its own corporate debt(the °1994 Bonds") under an Indenture of Trust dated as of March 1, 1994 (the "Indenwro") between the Corporation and First Union National Bank of North Carolina and the County would not be liable for any payment of that debt; and , WHEREAS,due to economies of scale and other factors,ft Corporation would be able w provide and maintain the CAC Pools on a more efficient basis than the County could if the County were to build and operate its own pool; and VVEREAS, the County is authorized to make public expenditures for parks and recreation; and WHEREAS, the County is authorized to contract with private entities for any public purpose; and WHEREAS, the County is authorized to enter into continuing, multiple-year agreements and Im WHEREAS, the County has determined that it is in the best interest of the County that, instead and operating its own pool, the County contract with the Corporation to provide a public pool apct�tional services through the operation of the CAC Pools for the benefit of Orange County AVOW, THEREFORE, in consideration of the mutual covenants herein contained, the Corporation die County hereby agree as follows: ARTICLE I PURPOSE OF AGREEMENT; ESSENTIALITY The purpose of this Agreement is to give the residents of Orange County access to three public Fktming pools by having the County compensate the Corporation for the costs associated with the use aper2don of the CAC Pools. ARTICLE II ENGAGEMENT Section 2.01. Engagement of the Corporation. The County hereby engages and retains the Portion as an independent contractor to provide and operate the CAC. Section 2.02. Scope of Engagement. The Corporation shall provide the CAC and furnish facility f perational services as reasonably required for the efficient construction and operation of the CAC. Corporation agrees to build and operate the CAC similarly to the manner in which the County would gad operate its own recreation facilities, as set forth in the Operating Memorandum attached hereto tzit A. ARTICLE III PAYMENT OBLIGATION Section 3.01. Payment of Fee. For services to be rendered by the Corporation hereunder, the Elmy hereby agrees to pay an annual fee (the "Fee") of Four Hundred Thousand Dollars ($ 400,000). L*=b will be paid in twelve equal monthly installments. The first monthly installment payment of the e and payable on the first day the CAC is open for use by general public(the "Opening Date"). nd and ea ch subsequent payment is due and payable on the first day of the each month thereafter the term of the Agreement, as set forth in Section 4.02. If the date for making payment as herein, is not a business day, such payment may be made on the next succeeding business day, 2 .'.e force and effect as if done on the nominal date provided herein, and no interest shall accrue after such nominal date. on 3.02. Security for Payment of the Fee. The payment obligation under this Agreement ctual obligation of the County, payable from the County's funds and from the earnings and all ived by the County from whatever source derived, to the extent that County's funds are le.for such purpose and are not pledged for the payment of any other obligation of the County and Y0 y to the limitation set forth in N.C. GEN. STAT. § 153A-149(c). Section 3.03. No Abatement of Fee. There will be no abatement or reduction of the Fee by the J or any reason, including, but not limited to, any defense, recoupment, setoff, counterclaim, or arising out of or related to the Agreement, including the temporary closing of the CAC for no mothan;three (3) full consecutive months or the closing of the CAC for 90 days during a 12 tive month period. Closing of the CAC for more than three (3) full consecutive months or the of the CAC for 90 days during a 12 consecutive month period will, however, effect a termination Bement unless otherwise mutually approved b the par-ties pursuant to Section 16.06 contained p�tSeAST Y PP Y P P ,.and if the cause of the termination was Force Majeure, the Agreement will automatically be "Mated when the CAC is again open. Section 3.04. Fee. The Fee shall cover payment for all services to be provided under this moment by the Corporation, including but not limited to: (i) all salaries, benefits, and other expenses incurred by the Corporation personnel pursuant to this Agreement; (ii) any Corporation overhead and profit; and (iii) all other fees, charges, costs,and expenses associated with the Corporation's perfor- mance of this Agreement. ARTICLE IV DURATION Section 4.01. Effective Date. This Agreement shall be effective when approved by the respective g bodies of each party,executed in duplicate counterparts and delivered to the respective parties. _ Section 4.02. Term of Agreement. This Agreement shall continue in full force and effect for ten -0K-*r's from the Opening Date, as herein defined in Section 3.01. ARTICLE V PERSONNEL The Corporation shall employ a General Manager who shall serve at the sole expense of the �Z�,,,oration and shall provide the active management of the CAC. The Corporation retains the right and ' &bdity to exercise full control and supervision over its employees and their terms and conditions %10o ent except as otherwise provided herein. Without limiting the generality of the foregoing, 3 tauon shall be solely responsible for all matters relating to payment of its employees, including Qiding and payment of employee taxes, insurance contributions, and the like. As between the on and the County, the Corporation will be responsible for its own acts and omissions and those oyees and subcontractors to the extent provided by law. ARTICLE VI NATURE OF RELATIONSHIP The Corporation and the County agree that in the performance of this Agreement, the Corporation 7acting as an independent contractor. Nothing herein shall constitute or be construed to be or ' a;partnership, agency, joint venture or other similar relationship between the County and the (-ptp koon. The Corporation agrees that it will not represent to anyone that its relationship to the ry,is other than that of independent contractor, and the County and the Corporation may so inform '"parties with whom they deal and may take any other reasonable steps to carry out the intent of this ARTICLE VII PROH M= INTERESTS No member of the Board of Commissions of the County, or officer, or employee of the County, 'diutig his/her tenure or for one (1) year thereafter, shall have any personal interest, direct or indirect, lm this Agreement or the benefits thereof. No Corporation officer, employee, or agent associated with ;`tlsis''Agreement, and no Corporation officer, employee, or agent shall either solicit or accept gratuities, 'biz rs,or anything of material monetary value from vendors, suppliers, or subcontractors for his or her Mvidual benefit. ARTICLE VIII OPERATING REVENUES Until the debt obligations incurred by the Corporation pursuant to the Corporation Financing have �discharged, all revenues derived in any manner from or in connection with the operation of the O V,'whether from users or from any other sources whatsoever, shall be and remain from the initial ;t thereof, the property of the Corporation subject to the assignment thereof by the Corporation, *6ding the assignment of the Fees under the Indenture. ARTICLE IX COVENANTS, RFPRFsENTATIONs, AND WARRANTIES Section 9.01. Covenants, Representations, and Warranties of the County. The County hereby coven-ants, represents, and warrants as follows: 4 () The County will maintain its existence, and, in the event of reorganization, this Agreement will be binding upon any successors or assigns; (ii) The County will comply in all material respects with the terms and conditions of the laws of North Carolina respecting budgeting and appropriations and will take whatever action is necessary to assure the proper and continued receipt and expenditure of monies thereunder; (iii) The County will execute and deliver all such further instruments and take all such further action as may be required to carry out the purposes of this Agreement; (iv) Neither the execution and delivery hereof, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby, conflicts with or results in breach of the terms, conditions, and provisions of any restriction or agreement or instrument to which the County is now a party or by which the County is bound, or constitutes a default under any of the foregoing; (v) No controversy, budget protest, or litigation is pending or threatened involving the incorporation, organization, existence, or boundaries of the County, or the titles of its officers to their respective positions, or the validity of the adopted budget, or the power and duty of the County to provide and apply adequate ad valorem tax receipts and other general fund receipts in accordance with its adopted budget for the current fiscal year; and further there is no action, suit, proceeding, inquiry, or investigation at law or in equity or before or by any public board or body pending or, to its knowledge, any basis therefor, wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated by this Agreement. The County will immediately notify the Corporation if any such controversy or litigation is filed or threatened during the term of this Agreement; (vi) As of the date of execution hereof the County is not currently in default in any material respect on any other obligation; (vii) The County will not own or operate swimming or skating facilities which would compete with the CAC during the term of this Agreement without the consent of the Owners of the 1994A Bonds; and (viii) The payment obligation under this Agreement is a contractual obligation of the County, payable from the County's funds and from the earnings and all income received by the County from whatever source derived, to the extent that County's funds are available for such purpose and are not pledged for the payment of any other obligation of the County and subject only to the limitation set forth in N.C. GEN. STAT. § 153A-149(c). Section 9.02. Covenants, Representations, and Warranties of the Corporation. The Corporation mom' , covenants, and warrants for the benefit of the County as follows: (i) The Corporation is a nonprofit corporation duly created, existing, and in good standing under the laws of North Carolina, is duly qualified to do business in North Carolina, has all necessary powers to carry out its obligations and to enter into this Agreement, and has duly authorized the execution and delivery of this Agreement; (ii) Neither the execution and delivery hereof, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby, 5 conflicts with or results in breach of the terms, conditions, and provisions of any restriction or agreement or instrument to which the Corporation is now a party or by which the Corporation is bound, or constitutes a default under any of the foregoing; (iii) To the knowledge of the Corporation, there is no litigation or proceeding pending or threatened against the Corporation or any other person affecting the right of the Corporation to execute or deliver this Agreement or to comply with its obligations under this Agreement. Neither the execution and delivery of this Agreement by the Corporation, nor compliance by the Corporation with its obligations under this Agreement, require the approval of any regulatory body, any parent company, or any other entity, which approval has not been obtained; (iv) The Corporation agrees to obtain annually an audit of its financial statements from an accounting firm acceptable to the County and to provide a copy of such audit to the County promptly after receipt thereof; (v) The Corporation will maintain its existence, and, in the event of reorganization, this Agreement will be binding upon any successors or assigns; (vi) The Corporation will execute and deliver all such further instruments and take all such further.action as may be required to carry out the purposes of this Agreement; and (vii) The Corporation will not issue additional Indebtedness as defined in the Indenture without the approval of the County. ARTICLE X OWNERSERP OF PROPERTY; LrA= OBLIGATION OF COUNTY All property of any type (real or personal) now or hereafter acquired at the expense of the Cotporation for or in connection with the CAC shall be acquired in the name of, and be owned by, the °.Corporation, provided, however, that (1) the Corporation may subject the property to a deed of trust pursuant to the Corporation Financing and(2)upon(a)payment in full of the Corporation Financing, and �),{west by the County, the Corporation shall convey and transfer all such property to the County for Do"additional consideration by: (i) with respect to real property, a North Carolina Bar Form Special w�cy Deed, subject only to matters of record existing as of the date of this Agreement, ising in motion with road or utility easements and matters consented to by the County, and (ii) with respect 10 Personal property, by bill of sale which includes warranties that the Corporation holds unencumbered ireto: The Corporation, as evidence of this Agreement to transfer and convey property to. the � y;�shall execute and deliver to the County a Memorandum of Agreement to Convey Land in —da rable form substantially in the form of Exhibit B to this Agreement. Notwithstanding anything to , ry in this Agreement or any other document, the rights of the County under this Agreement to dBrand convey property shall in no event vest later than twenty-one(21)years after the date of the pth,of the last surviving linear descendant now living of Donald P. Ubell, Ashley L. Hogewood, Jr., ADgWles B. Lee, Jr., all of Mecklenburg County, North Carolina. 6 ARTICLE XI INSURANCE The Corporation shall procure and maintain, or cause to be procured and maintained, throughout le term of this Agreement, all insurance as customarily maintained for such facilities. The types of mntnge and limits of liability obtained shall be subject to approval by the County. ARTICLE XII INDENINIFICAnON To the extent permitted by law, and further, to the extent of insurance policies owned by the Canty, the County shall indemnify, defend, and hold harmless the Corporation from and against any mi all claims or liabilities(including reasonable attorneys' fees)'arising out of or in connection with this 4r=ent where attributable to the acts or omissions performed by the County. The Corporation shall Wmu fy, defend, and hold harmless the County from and against any and all claims or liabilities W-uding reasonable attorneys' fees) arising out of or in connection with this Agreement where snbutable to the acts or omissions performed by the Corporation. ARTICLE XIII PERFORMANCE of GOVERNMENT F uNCTIONs Nothing contained in this Agreement shall be deemed or construed so as to in any way estop, hni, or impair the County from exercising or performing any regulatory, policing, legislative, p trnmental, or other powers or functions pursuant to applicable law. ARTICLE XIV DEFAULTS AND REMEDIES Section 14.01. Definition of Event of Default. A. The County shall be deemed to be in default hereunder upon the happening of any of the k&wing events of default: (i) The County fails to make payment of the Fee required under Section 3.01 when due; (ii) The County fails to budget appropriate money sufficient to pay the Fee coming due in the next ensuing fiscal year in the County's annual budget or in an interim or amended County budget; (iii) Any bankruptcy, insolvency, or reorganization proceeding or similar litigation as instituted against the County, or a receiver, custodian, or similar officer is appointed for the County or any 7 of its property, and such proceeding or appointment shall not be vacated or fully stayed within onety (90) days after the institution or occurrence thereof; or rp) Any warranty, representation, or statement made by the County herein or in any other 4ocument executed or delivered in connection herewith is found to be incorrect or misleading in Iny material respect on the date made. lb The Corporation shall be deemed to be in default hereunder upon the happening of any �olIowing events of default: (i) Any bankruptcy, insolvency, or reorganization proceeding or similar litigation is instituted against the Corporation, or a receiver, custodian, or similar officer is appointed for the Corporation or any of its property, and such proceeding or appointment shall not be vacated or F ly stated within ninety (90) days after the institution or occurrence thereof, or `(ii) The CAC is closed for more than three (3) consecutive months or if the CAC is closed for 90 days during a twelve consecutive month period (1) unless such closing occurred as a result of Force Majeure as defined in Section 16.11 or (2) unless otherwise mutually approved by the parties pursuant to Section 16.06 contained herein. Section 14.02. Remedies. Each party hereto will have all remedies available at law or in equity p emtorce any of the terms and provisions hereof, including, but not limited to, actions at law for Qimages and equitable actions seeking rescission of this Agreement and/or injunctive relief(mandatory Of prohibitory)to prevent the breach or threatened breach of any term or provision thereof or to enforce tbe'peiformance of all terms and conditions of this Agreement. All remedies are cumulative; the exercise of imy one or more of them will not in any way alter or diminish the rights of the exercising party to any other remedy provided herein or at law or in equity. Section 14.03. Attorneys'Fees. In the event of any breach or default by either party of any of me terms and conditions of this Agreement, the non-defaulting party will be entitled to reimbursement 6nm the defaulting party of all of its costs and expenses in enforcing any of the terms and conditions of this Agreement, including all reasonable and necessary attorneys' fees incurred thereby. ARTICLE XV NoTim Except as otherwise provided in this Agreement, all notices, certificates, requests, requisitions, a-ather communications given pursuant to this Agreement must be in writing and will be sufficiently 91"4 and will be deemed given when mailed by certified mail, postage prepaid, addressed as follows: County: County Manager Orange County Government Services Center 200 S. Cameron Hillsborough, North Carolina 27278 8 ' ,The Corporation: Orange County Community Activity Corporation 8704 Mourning Dove Road Raleigh, North Carolina 27615 Attention: President ARTICLE XVI MISCELLANEOUS Section 16.01. No Personal Liability. No member of the County Board of Commissioners or offar or employee of the County and no member, director, officer, or employee or agent of the ;X:poration will have any personal liability for acts taken in accordance with this Agreement. Section 16.02. Amendment. This Agreement may not be modified or amended except by -w quent written Agreement authorized by the governing bodies of each.party and signed by authorized ltcsentatives of both parties and any amendment to Articles III, IV or XIV or which is otherwise gir a to the Owners of the 1994A Bonds must be approved in writing by the Owners of a majority in pdadpal amount of the 1994A Bonds. Section 16.03. Entire Agreement. This instrument, including the Exhibits attached hereto, .tootains the entire Agreement between the parties, and no statement, oral or written,made by either party of agent of either parry that is not contained in this written Agreement shall be valid or binding. Section 16.04. Severability. If any of the provisions of this Agreement shall be held by a court of competent jurisdiction to be unconstitutional or unenforceable, the decision of such court shall not affect or impair any of the remaining provisions of this Agreement, and the parties shall, to the extent *deem to be appropriate, take such actions as are necessary to correct any such unconstitutional or umiforceable provision. It is hereby declared to be the intent of the parties to this Agreement that this AVeeument would have been approved and executed had such an unconstitutional or unenforceable provision been excluded therefrom. Section 16.05. Cooperative Efforts. This Agreement shall be liberally construed in order to ymnote a harmonious relationship between the parties with regard to the management and operation of :6o;CAC. The Corporation accepts the relationship of trust and confidence established between the poration and the County by this Agreement. The Corporation covenants with the County to furnish ;kt'.best skill and judgment and to fully and effectively cooperate with the County to accomplish the POposes and objectives of this Agreement. If a problem arises that this Agreement does not directly or hdrettlq address, the Corporation and the County agree to work with one another to determine a wally satisfactory solution. Section 16.06. Approvals. Notwithstanding anything herein which may be to the contrary, all ±oyals or consents required or permitted pursuant to this Agreement shall be in writing in order to be fired valid and binding. Section 16.07. Successors and Assigns. This Agreement shall be binding upon the heirs, PM representatives, successors, and assigns of the parties hereto; provided,however, this provision not be deemed to authorize the assignment or other transfer of this Agreement which may only be dished as expressly provided in this Agreement. 9 section 16.08. Waiver. The failure of either party to insist upon a strict performance of any of -or provisions of the Agreement, or to exercise any option, right, or remedy under the ;..shall not be construed as a waiver or as a relinquishment for the future of such term, a,U option, right, or remedy, but the same shall continue and remain in full force and effect. No yjeither party of any term or provision hereof shall be deemed to have been made unless writing and signed by the party against whom the waiver is asserted. SSection 16.09. Covenant of Further Assurances. The Corporation and the County agree that ;after the date of execution hereof, each will, upon the request of the other, execute and deliver er documents and instruments and take such other actions as may be reasonably required to carry ,purpose and intent of this Agreement. Section 16.10. Choice of Law. This Agreement shall be deemed made in North Carolina. This aI ent shall be governed by and construed in accordance with the laws of the State of North .C&Uni.:All litigation arising out of this Agreement shall be brought in courts sitting in North Carolina, nth.yenue in Orange County. Section 16.11. Force Majeure. In the event that the Corporation or the County is unable to perform the obligations of this Agreement, by reason of an act of^•od, war, riot, strike, insurrection, W'explosion, injunction, inability to obtain fuel, government a.aon, order or decree of any court, pioalty, or other cause beyond the control of the Corporation or the County, then the Corporation or C-Tounty, as applicable, shall be excused from such failure to perform but shall recommence and 000tlnue to perform promptly after removal or cessation of such cause of delay. [Remainder of this page intentionally left blank] 10 Section 16.12. Assignment. No assignment, delegation, transfer, or novation of this Agreement #*y part thereof shall be made unless approved by both the Corporation and the County. The County ab*edges and approves the assignment by the Corporation under the Indenture. Section 16.13. Duplicate Originals. This Agreement shall be executed by the parties hereto in ,flue originals, each of which, when executed, shall constitute one and the same Agreement and one N(Akh shall be retained by each party. Section 16.14. Headings. The headings given to sections or paragraphs of this Agreement are for reference only, and shall not be construed to affect the meaning of this Agreement. IN WITNESS WHEREOF, the County has caused this Agreement to be approved in open session, IM*resolution approving this Agreement is part of the minutes of the County, and the undersigned ,mss of the County have been authorized to execute this Agreement. The Corporation, likewise, has prized the execution of this Agreement by proper resolutions and its officers are authorized to execute #iii Agreement. Executed as of the lst day of March, 1994. COUNTY OF ORANGE, NORTH CAROLINA l By: Chairman, Board of Commission [Signatures Continued on Following Page] 10 [Counterpart Page of Facilities/Services Agreement] ORANGE COUNTY COMMUNITY ACTIVITY CORPORATION YJ' By: k President rX 11 r (THERE WERE NO PAGES 12 OR 13 IN THE BOUND COUNTRACT) [Counterpart Page of Facilities/Services Agreement] 2L �ovID: 2 rn 14 1 EXHIBIT A OPERATING MEMORANDUM COUNTY OF ORANGE, NORTH CAROLINA and ORANGE COUNTY COMMUNITY ACTIVITY CORPORATION Contract Year: March 1, 1994 to February 28, 1995 Section I. Introduction. In the Facilities/Services Agreement dated as of March 1, 1994 (the tent") between the County of Orange, North Carolina (the "County") and Orange County CRmnnity Activity Corporation(the "Corporation"), the County and the Corporation have provided for jW,kquisrtion, construction and equipping of a Community Activity Center (the "CAC") and the *—Won thereof for a period of ten (10) years. This Operating Memorandum establishes the further `i*jgwdmgs of the County and the Corporation as to the CAC and its operation on completion of oonstiuetion thereof. Section 2. Construction of the CAC. The Corporation is responsible for all aspects of the �*I.sition, construction and equipping of the CAC. The CAC shall be built in accordance with uionally recognized standards for similar facilities. The Corporation has entered into a construction CO�iact.with[Name] dated as of the date hereof, the County is satisfied with the selection of[Name] to perform in accordance with the terms of the construction contract. The County will review the design i0d'*ifications for the CAC and the architect's rendering with respect to the CAC and is satisfied with 1wrepresentations of the CAC in such documents. The County has the right to inspect all construction- documents on reasonable request therefor and to enter the site of the CAC during the hours that T�h ouen to construction personnel to inspect the construction of the CAC as it progresses Section 3. Operation of the CAC. In connection with the operation of the CAC, the Corporation Cllr. (a) retain or employ maintenance personnel who are trained and qualified to operate and maintain equipment, chemicals and supplies; to perform scheduled maintenance and to complete all periodic inspections associated with facilities such as the CAC; (b) retain or employ a facility manager and aquatics and skating directors and operators (1)meeting all specifications and qualifications required by national, state and local regulatory bodies or organizations whose standards are recognized in the aquatic and skating communities; and(2)experienced in operations of aquatic and skating centers of the size and scope of the CAC and (3) experienced in planning and implementing aquatics and skating instructional classes, innovative aquatic and skating programs and the schedule of activities proposed each year by the County Recreation and Parks Department; (c) make the facilities and programs of the CAC available to the public without discrimination among users and in compliance with all equal employment/affirmative action requirements imposed under national, state or local law; (d) establish fees and charges for the use of the CAC competitive with similar facilities located in the County, but with preferential fees and charges to residents of the County for all pool and skating uses and activities; (e) assist the County Recreation and Parks Department in providing special pool or skating activities at the CAC for its program participants; and (f) establish a schedule of hours, uses and activities for the pool and skating that is satisfactory to the County, with changes to such schedule to be made from time to time or in special circumstances through agreement between the Corporation and the County Recreation and Parks Department. The County and the Corporation acknowledge that a temporary closing under Section 3.03 of the moment is intended to permit closure only for major repairs to the CAC. section 4. Operating Memorandum as Part of Agreement Between County and Corporation. .ough denominated as an Operating Memorandum, and subject to annual review, this document is a *fof the Agreement and is to be interpreted as if incorporated verbatim into the Agreement. Section 5. Term. This Operating Memorandum shall be for the contract year ending fi&—tiary 28, 1995, but shall renew annually unless the County and the Corporation agree to change the povlsions hereof. llTT COUNTY OF ORANGE, NORTH CAROLINA PA—L] By: id Aid' County M ager Y� '.'Clerk [Signatures Continued on Following Page] 2 [Counterpart Page of Operating Memorandum] ORANGE COUNTY COMMUNITY ACTIVITY CORPORATION By: � President .. Secr ry 3 EXHIBIT B m b b CAROLINA MEMORANDUM OF AGREM43 T W TO CONVEY LAND c'-3 r) C.. F pIZANGE 0 y r � S MO;MiORAIMUH OF AGREEMENT TO CONVEY LAND (the "Memorandum") is made ?G en as of 1994 by and between ORANGE COUNTY COMMUNITY HV 66aPORATION, a nonprofit corporation duly incorporated under the m a the State of North Carolina ("Seller"), and the COUNTY OF ORANGE, t� Iia, a body politic and corporate existing under North Carolina z a purchaser"); d� x�'x WITNESSETH: jMREAS, Seller and Purchaser have entered into a Facilities/Services o td went dated as of 1994, (the "Agreement") .wherein Seller 0 H Wo eagreed, among other things, to sell and convey to •Purchaser, and co user has agreed to purchase and accept conveyance of that tract of tM n:Orange County, North Carolina, more particularly described on Uk t_A attached hereto and incorporated herein by reference (the roperty"); and, Seller and Purchaser desire that the Memorandum be girded in the Orange County, North Carolina Public Registry; -ekc-` t2: o TBSREFORE, KNOW ALL MEAT BY THESE PRESENTS, that Seller, in y '-4 IS ideration of the mutual covenants and promises contained in the t� ceement .and for other good and valuable considerations, receipt of which hereby acknowledged, hereby grants unto Purchaser the right to purchase C � f-Property pursuant to the terms of the Agreement. The right to purchase ! Property and the obligation to sell and convey the Property pursuant to i,Agreement shall not expire until the date provided in the Agreement O Ich is after but which date shall be no later than Inty-one (21) years after the date of the death of the last surviving ►ear descendant now living of Donald P. Ubell, Ashley L. Hogewood, Jr. y !;Charles B. Lee, Jr., all of Mecklenburg County, North Carolina. J►Q?5 H d'IN WITNESS NBEREOF, the undersigned have caused this Memorandum to be x y:executed and the seals affixed hereto on this day H 1994. R� PURCHASER: COUNTY COMMUNITY COUNTY OF ORANGE, NORTH MTY CORPORATION CAROLINA y t� s• b ,— By: President Chairman, Board of z County Commissioners -ST: ATTEST: By: Secretary Clerk [CORPORATE SEAL] [COUNTY SEAL] 98 F NORTH CAROLINA OF ORANGE day of 1994, personally came before who, being by me duly sworn, says that he is President of Orange County Community Activity a�ion, a North Carolina nonprofit corporation, and that the seal d'Sto the foregoing instrument is the official seal of the ration, and that said writing was signed and sealed by him/her, in f�of said corporation, by its authority duly given and he/she xledged the writing to be the act and deed of the corporation. Notary Public 'yk . ission Expires: 'T. I=Y SEAL] M.OF NORTH CAROLINA S MY OF ORANGE A�This day of 1994, personally came before who, being by me duly sworn, acknowledged that 'the. is Chairman of the Board of County Commissioners of the County of 90, North Carolina, and that by authority duly given and as an act of d'body politic the foregoing instrument was signed in its name by its &an of the Board of County Commissioners, sealed with its seal and !!tted by 4Qe. North , as to the County of NO Carolina. Notary Public mission Expires: ARY SEAL] Z. 113MBIT AA TO )SEMORANDIIM OF AGREEMENT TO CONVEY LAND d ry NG Lote "1" (16.35 acres, more or less) as shown on plat entitled surveyed for ORANGE COUNTY COMMUNITY ATHLETIC CORP." recorded in k 70, page 178 of the Orange County, North Carolina Public Registry. h2298.3 31894