OTHER-2025-049-Approval of Sportsplex Management Services Agreement

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Docusign Envelope ID : 177AA06A-30B442FF-A85A-78B5A7C51DBE FACILITY MANAGEMENT AGREEMENT THIS FACILITY MANAGEMENT AGREEMENT (the "Agreement" ) is made and entered into this 1 st day of July 2025 (the " Effective Date " ) , by and between Orange County , a political subdivision of the State of North Carolina (the " Owner" ) , and Recreation Factory Partners , Inc . , a North Carolina Corporation having its principal office in Hillsborough , North Carolina (the " Manager" ) . RECITALS WHEREAS , Owner owns the infrastructure , buildings , parking , lighting , sports playing surfaces , sports equipment , and all other hard assets associated with the athletic facility as the same exist now or may exist in the future including improvements related thereto specifically located at 101 Meadowlands Drive , Hillsborough , North Carolina 27278 , as the same exist now or may exist in the future , known as the " Orange County Sportsplex" or any other name (s ) that may be identified in the future ( hereinafter the " Facility" ) ; WHEREAS , Manager has expertise in providing management services for multi - purpose athletic facilities throughout the United States ; WHEREAS , Owner and Manager desire for Manager to operate and manage the Facility subject to the terms and conditions set forth herein ; NOW THEREFORE , in consideration of the promises and covenants herein contained and other good and valuable consideration , the receipt of which is hereby acknowledged , Owner and Manager agree as follows : ARTICLE 1 DEFINITIONS 1 . 1 . Definitions . For purposes of this Agreement , the following terms have the meanings referred to in this Section : Affiliate : A person or company that directly or indirectly , through one or more intermediaries , controls or is controlled by , or is under common control with , a specified person or company . Agreement : The "Agreement" shall mean this Agreement , together with all exhibits attached hereto (each of which are incorporated herein as an integral part of this Agreement ) , as amended , supplemented or restated from time to time . Approved Budgets : The "Approved Budgets " consist of the annual operating budget of the Facility and the annual cash flow budget of the Facility . The cash flow budget indicates monthly receipts and disbursements from July 1 through June 30 and includes beginning and ending cash . Base Management Fee : The " Base Management Fee " shall have the meaning ascribed to such term in Exhibit B .