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4 <br /> FACILITY MANAGEMENT AGREEMENT <br /> THIS FACILITY MANAGEMENT AGREEMENT(the "Agreement") is made and entered into this <br /> _____ day of 2025 (the "Effective Date"), by and between Orange County, a political <br /> subdivision of the State of North Carolina (the "Owner"), and Recreation Factory Partners, <br /> Inc., a North Carolina Corporation having its principal office in Hillsborough, North Carolina <br /> (the "Manager"). <br /> RECITALS <br /> WHEREAS, Owner owns the infrastructure, buildings, parking, lighting, sports <br /> playing surfaces, sports equipment, and all other hard assets associated with the athletic <br /> facility as the same exist now or may exist in the future including improvements related <br /> thereto specifically located at 101 Meadowlands Drive, Hillsborough, North Carolina 27278, <br /> as the same exist now or may exist in the future, known as the "Orange County Sportsplex" <br /> or any other name(s) that may be identified in the future (hereinafter the "Facility"); <br /> WHEREAS, Manager has expertise in providing management services for multi- <br /> purpose athletic facilities throughout the United States; <br /> WHEREAS, Owner and Manager desire for Manager to operate and manage the <br /> Facility subject to the terms and conditions set forth herein; <br /> NOW THEREFORE, in consideration of the promises and covenants herein <br /> contained and other good and valuable consideration, the receipt of which is hereby <br /> acknowledged, Owner and Manager agree as follows: <br /> ARTICLE 1 DEFINITIONS <br /> 1.1. Definitions. For purposes of this Agreement, the following terms have the <br /> meanings referred to in this Section: <br /> Affiliate: A person or company that directly or indirectly, through one or more <br /> intermediaries, controls or is controlled by, or is under common control with, a specified <br /> person or company. <br /> Agreement: The "Agreement" shall mean this Agreement, together with all exhibits <br /> attached hereto (each of which are incorporated herein as an integral part of this <br /> Agreement), as amended, supplemented or restated from time to time. <br /> Approved Budgets: The "Approved Budgets" consist of the annual operating <br /> budget of the Facility and the annual cash flow budget of the Facility. The cash flow budget <br /> indicates monthly receipts and disbursements from July 1 through June 30 and includes <br /> beginning and ending cash. <br /> Base Management Fee: The "Base Management Fee" shall have the meaning <br /> ascribed to such term in Exhibit B. <br />