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HomeMy WebLinkAbout2016-424-E Planning - Classical American Homes Preservation Trust - Cost Reimbursement Agreement q �1 Q11!1 i f1� NORTH CAROLINA COST REIMBURSEMENT AGREEMENT ORANGE COUNTY THIS COST REIMBURSEMENT AGREEMENT (the "Agreement") is made and entered into and effective this 5th day of August, 2016, by and between Orange County North Carolina (the "County"), a political subdivision of the State of North Carolina and Classical American Homes Preservation Trust (the "Trust"), a registered North Carolina Nonprofit Corporation, RECITALS WHEREAS, the Trust constructed a Pedestrian Bridge across the Eno River for the public purpose of connecting existing public pedestrian trails consisting of the Town of Hillsborough Riverwalk and the Historic Occoneechee Speedway Trail; and WHEREAS, the Trust has requested the County reimburse the Trust for certain permit costs associated with the construction of the Pedestrian Bridge. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, and for other valuable consideration, the receipt and sufficiency of which is acknowledged, the parties hereto agree as follows: Section 1. Expenditure of Funds. The Trust warrants and County agrees the Trust expended six hundred sixty dollars and sixty-six cents ($660.66) for building related permits, specifically permit # CB16-00100, for the purpose of constructing the Pedestrian Bridge. Section 2. Reimbursement. In consideration of the terms and corid'itions of this Agreement, and for the use of the Pedestrian Bridge by the general public, the County shall reimburse the Trust in the amount of six hundred sixty dollars and sixty-six cents ($660.66) for the permit costs related to permit# CB16-00100. Section 3. Qualified Costs and Limitation. The reimbursement authorized in Section 2 shall not apply to any other costs or expense related directly or indirectly to the Pedestrian Bridge, its construction, deconstruction, repair, or maintenance or any other project. If, at any time, the Pedestrian Bridge should cease to be open to and accessible by the general public for any reason other than temporary repair or maintenance the Trust shall, upon demand by the County, repay to the County the full amount set out in Section 2. Section 4. Indemnification. The Trust agrees to defend, indemnify, and hold harmless the County from and against all suits, claims, actions, causes of action, losses, costs, penalties and damages of whatever kind or nature, including reasonable attorneys' fees and litigation costs arising out of, in connection with, or otherwise related to this Agreement or the Pedestrian Bridge, however, the Trust shall have no obligation under this paragraph for any Loss caused by the County's gross negligence or willful misconduct. This indemnification, defense, and hold harmless .obligation shall survive the termination or expiration of this Agreement. Section 5. Governing Law. This Agreement and the rights of the parties under it will be governed by and construed in all respects in accordance with the laws of the State of 1 North Carolina. Any action or judicial proceeding arising out of this Agreement shall be filed and prosecuted in the General Court of Justice of North Carolina seated in Orange County. Section 6. Amendment; Assignment. This Agreement shall not be altered or otherwise amended except by an instrument in writing signed by both parties. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned or otherwise transferred by the Trust without the prior written consent of the County, which consent the County can withhold in its sole and absolute discretion, and any purported assignment or other transfer without such consent shall be void and of no force and effect. Section 7. No Third Party Beneficiaries. Nothing in this Agreement shall be interpreted or construed as creating any rights or privileges of any kind whatsoever in persons or entities who are not parties to this Agreement. Nothing in this Agreement shall be intended or deemed to create a partnership, .joint venture, or other similar relationship between the parties hereto. Section 8. Entire Agreement; Construction. This Agreement constitutes the final and complete expression of the parties with respect to the subject matter hereof, and replaces and supersedes all prior understandings with respect thereto. This Agreement has been negotiated by the County and the Trust, and their respective legal counsel, and the parties specifically agree that any legal or equitable principles that might require the construction of this Agreement or any provision of this Agreement against the party drafting will not apply in any construction or interpretation of this Agreement. The section headings contained herein are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first herein above written. ORANGE COUNTY By: / s` County Manager CLASSICAL AMER! AN HOMES PPRES(�ERVATION TRUST By: 41-1, CAC�t� &Aaaat Owner Representative/Local Applicant This int s be pr udited in the manner required by the Local Government Budget and Fi t o Act. Orange C Y my Chief Financial Officer 2