HomeMy WebLinkAboutOTHER-2023-074-Memorandum of Understanding -MOU-between Orange County and Orange Rural Fire Department Ll Ja3
MEMORANDUM OF UNDERSTANDING ("MOU")
between
Orange County
and
Orange Rural Fire Department
I . PURPOSE AND SCOPE
The purpose of this MOU is to clearly identify the roles and responsibilities of each party as
they relate to the development, administration of the use of that property located at 350
College Park Road, Hillsborough, NC , (sometimes referred to as the " Waterstone property ")
to be used by Orange County and Orange Rural Fire Department (or " ORFD ") until a
tenancy in common agreement can be developed and established .
In particular, this MOU is intended to .
1 . ) Temporarily define and delineate roles and responsibilities of each party use of the
facility located at 350 College Park Road, Hillsborough, NC until a tenancy in
common agreement is established .
2 . ) Temporarily outline communication, financial, and other expectations of the parties
until a tenancy in common agreement is established .
II . PARTIES
The parties to this Memorandum of Understanding are : Orange County ("the County") and
Orange Rural Fire Department (" ORFD ") .
III . BACKGROUND
ORFD owns a tract of approximately 2 acres located within the Waterstone development .
ORFD acquired this property in a deed of gift from the Town of Hillsborough on June 29 ,
2021 . The deed is recorded in Book 6738 , Page 676 , Orange County NC Registry and has an
address of 350 College Park Drive , Hillsborough, NC . This is known as "the Waterstone
property . "
At the October 19 , 2021 , Orange County Board of County Commissioners meeting, the Board
agreed to approve a Development Agreement between ORFD and Orange County regarding
the Waterstone property .
Under the terms of the Development Agreement, including , but not limited to those provisions
of Article III , K of the Development Agreement, "upon completion of the construction the
building and parking areas shall be converted to condominium ownership . " (Emphasis added . )
The project is complete , and, on consideration, the parties have mutually determined that they
would prefer a tenancy in common form of ownership to a condominium .
Further, under the terms of the Development Agreement, ORFD and Orange County would
jointly cause the construction of a building on the site . The amounts of contribution from
each depended upon the type of activity involved . Design Fees and site preparation were to
be shared on a 50150 basis , while when it comes to actual building construction, ORFD was
to pay 58 % and Orange County 42 % . These percentages are based upon the percentage of
square footage each would occupy . ( See Article IV of Development Agreement) The total
County Expenditures as of are and those of ORFD are
, for a total expenditure of as of
IV . IT IS MUTUALLY UNDERSTOOD AND AGREED BY AND BETWEEN THE
PARTIES THAT :
1 . ) Action Items :
a . Amend Development Agreement to contemplate tenancy in common
in lieu of condominium ;
b . Adopt a Tenancy in Common Agreement consistent with this MOU ;
C . Convey land from ORFD to County and ORFD in 58 %/42 % shares .
2 . ) County shall have unlimited access to that portion of the building shown on
those sections marked on Exhibit 1 denoted as " Orange County EMS . "
3 . ) ORFD shall have unlimited access to that portion of the building shown on
those sections marked on Exhibit 1 denoted as " ORFD . "
4 . ) Both County and ORFD shall have unlimited joint access to that portion
known as the "bay area" along with the weight room area and grilling area
marked on Exhibit 1 .
5 . ) The parties acknowledge that the "bay area" is divided in half by a concrete
pour line , which splits the bay area in half. Notwithstanding the provisions of
the preceding paragraph each party shall have the right of first refusal to use
that half of the bay closest to its respective building access , that half being
determined by the pour line .
6 . ) Both County and ORFD shall be responsible for any utilities associated with
its respective areas .
7 . ) The cost for utilities for the area designed as the "bay area" shall be billed as
metered .
8 . ) Maintenance of the exterior of the building, including any landscaping,
remedial work, repairs , warranty work, or any work whatsoever, shall be the
responsibility of ORFD who shall have sole control and discretion and in the
work to be performed and costs of the same Each party shall be responsible
for V2 of the costs associated with the same . Upon submission of an invoice
showing the total spent by ORFD for any amounts incurred under this section,
County , shall submit to ORFD , a check for reimbursement for the same
within 30 days after presentation .
9 . ) Maintenance of the bay area of the building, shall be the responsibility of
each party with regard to each party ' s half of the bay area . To the extent that
maintenance is required or appropriate for the entire bay area ( for example,
resealing the entire floor ) , ORFD shall perform this maintenance and each party
shall be responsible for V2 of the costs associated with the same . Upon
submission of an invoice showing the total spent by ORFD or any amounts
incurred for maintenance of the entire bay area under this section, ORFD ,
shall submit to County , a check for reimbursement for the same within 30
days after presentation .
10 . ) The parties shall be responsible for any work to be performed and any
costs associated with the same , in its respective areas in those sections
described in Paragraphs 1 and 2 .
11 . ) With regard to casualty insurance, and material damage or destruction of
the building :
a . Both parties are insured owners pursuant to a single policy, and agree
to maintain casualty insurance for the replacement cost of the structure
i
and liability insurance for $ 1 M/$ 2M .
b . Cost of insurance born by owners based on their respective ownership
share , with each party to pay the insurer directly .
c . In the event of damage or loss
i . the party whose side of the building is damaged is responsible
for the uninsured costs (deductible , and any overage) ; and
ii , each party is responsible for restoration
d . In the event of a catastrophic or total loss , the parties to mutually agree !"?
to either : (1) rebuild, sharing the uninsured costs based on ownership
shares , or (ii) distribute the insurance proceed and sell the land based
on respective ownership interests .
12 . ) The terms of this MOU shall begin on the date of execution, and expire
upon establishment of the tenancy in common agreement relative to this
proj ect .
13 . ) Neither ORFD nor County shall be liable to the other for any property
damage sustained by the other, personal injury to the other or to its officers ,
agents and employees , irrespective of how such injury or damage may be
caused, whether from action of the elements or acts of negligence of the
occupants of adjacent properties , or any other persons ; provided that nothing
contained herein shall relieve either ORFD or the County of the consequences
of its own negligence to the extent provided by law.
14 . ) Employees of both the County and ORFD acknowledge that they shall not
be agents employees of the other entity when responding to an incident
pursuant to this Memorandum of Understanding .
15 . ) ORFD and the County shall be responsible for payment of workers '
compensation benefits only to their own respective employees .
16 . ) The Parties shall at all times remain in compliance with all applicable
local, state , and federal laws , rules , and regulations including but not limited
to all state and federal non- discriminations laws , policies , rules .
17 . ) Modification of this MOU must be in writing and approved by both
parties .
18 . ) This MOU and any exhibits and amendments attached hereto and any
documents incorporated specifically by reference represent the entire
agreement between the parties and supersede all prior oral and written
statements or agreements .
Parties indicate agreement with this MOU by their signatures :
ORANGE COUNTY EMS ORANGE RURAL FIRE
DEPARTMENT
By : By :
Name : Name .
Title : Title :
Date : Date :
ND : 4NM792 - 0767 , v . 3