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BOARD OF DIRECTORS
Fearrington Homeowners Association
Special Meeting: Fearrington Cares Lease

DECEMBER 13,  2004  MINUTES

Date: Monday, December 13, 2004

Present: Tom Hauck, Al Lebeau, Cynthia Jones, Richard Bird, Frank Chut, Janet Lorent.

Absent: Jerry Gaudet, Anne Bigelow, Steve Bodner, Edith Lange.

Guests: Ford Heath, Drew Bratton, Bob Flower, Jim Pomroy, Ron Boynington.

Approved: January 4, 2005

In the absence of the Jerry Gaudet, President, Tom Hauck, Vice President convened the meeting.

Old Business: Lease of FHA Property to Fearrington Cares for construction of building and the conduct of Fearrington Care activities.

Tom Hauck explained that the lease of land by the Fearrington Homeowners Association to Fearrington Cares had been reviewed and a revised wording was proposed to more adequately express the intents of both parties. A copy of the revised wording is at Attachment A. The terms of the lease are now extended to ninety-nine years. He explained that the Board of Directors of each organization needed to agree to the revised terms. Then the officers of both organizations would sign the lease agreement and have their signatures notarized.

Cynthia Jones moved that the FHA Board adopt the revised wording. Al Lebeau seconded. The motion was approved unanimously.

There being no further business, the meeting was adjourned.

Respectfully submitted,

Richard Bird, acting Secretary.
 

ATTACHMENT A

STATE OF NORTH CAROLINA
COUNTY OF CHATHAM
LEASE AGREEMENT

In consideration of One Dollar ($1.00) and the mutual promises and covenants each to the other made herein FEARRINGTON HOMEOWNERS ASOCIATION, INC., a North Carolina non-profit corporation (hereinafter called “FHA”) and FEARRINGTON CARES, also a North Carolina non-profit corporation (hereinafter called “FC”), FHA does hereby lease to FC upon the following terms and conditions:

The Premises:

Located in Williams Township, Chatham County, North Carolina, being on the westernmost edge of the property known as the Fearrington Gathering Place, consisting of a parcel of land that is approximately 35 feet by 70 feet, being part of the property conveyed to the FHA by Deed dated December 20, 1990, and recorded in Book 568, page 80 of the Chatham County Registry, and as more particularly described in the survey which is attached hereto and incorporated by reference.

Term:

The term of this lease shall begin on October 6th , 2004, and expire ninety-nine (99) years from said date.

Rent:

FC shall pay to the FHA the sum of One Dollar ($1.00) upon the execution of this lease, and an additional One Dollar ($1.00) on each yearly anniversary. In addition to this monetary amount, FC shall continue to provide its health services and programs for the benefit of all FHA members who comprise the entire Fearrington Village community. This arrangement shall be part of the consideration for the parties’ execution of this agreement.

Ownership of Building:

FC shall be the sole owner of the new building. If for any reason this provision is declared void by any court of competent jurisdiction, this lease will be deemed to continue as a building rental to FC which will use the building solely for its charitable purposes for the duration of the lease.

Assignment:

FC agrees not to assign or transfer this lease without the written permission of the FHA, however, the FHA agrees not to unreasonably withhold such permission. In the event FC is dissolved or merges with another corporation or entity, any transactions with a successor or surviving corporation, person, or entity shall be subject to FHA approval which shall not be unreasonably withheld.


Page 1 of 4 pages.

Rules and Regulations:

A. Fitch Creations, Inc. will construct a building on the premises for the use of FC. Fitch and FC shall obtain any building permits and comply with all zoning and county regulations.

B. FHA will have no responsibilities in the construction of the building. When the building is completed, FC shall be responsible to maintain the structure. FC will pay all utilities on the structure.

C. FHA acknowledges that it has no objection on the design of the building now under construction.

D. When the new building is completed and occupied, FC shall relinquish by written memorandum to FHA ownership and rights to the room at the Gathering Place that they currently lease; and the FHA agrees to acknowledge in writing that it approves the design of the building..

E. FC and/or Fitch Creations, Inc. shall maintain at least $500,000 per person liability insurance. FC shall use their new building solely to provide their services to the members of FHA on a not-for-profit basis.

F. The FHA gives FC permission to traverse FHA property granting to FC the right of egress and ingress. Further, FC is granted the right to use sufficient parking spaces which are appropriate to the specific activity of FC.

Survival Clause:

The parties agree to sign any documents or papers which are necessary to carry out the intent of this lease agreement. This lease shall be binding on the parties, assigns, successors in interest, and representatives and shall supercede the previous lease signed by the FHA and FC.

Insurance, Release and Indemnity Provisions:

The FC shall insure any of its personal property and building located or stored upon the premises against the risks of damage, destruction or loss resulting from theft, fire, storm, and all other hazards and casualties. Such insurance shall be in an amount equal to the replacement value of the property so insured and shall be placed in such companies as are selected by FC. Regardless of whether FC secures such insurance, FHA and its agents shall not be liable for any damage to, or destruction or loss of, any of FC’s personal property located or stored upon the premises regardless of the cause or causes of such damage, destruction, or loss. FC agrees to release and indemnify FHA and its agents from and against liability for injury to FC or to any of its members resulting from any cause whatsoever except only such personal injury caused by the negligent, or intentional, acts of FHA, its agents, employees, or patrons.

Resolution of Disputes:

In the event the parties have a dispute or disagreement on the terms of this lease, and they are not able to resolve the same within fifteen (15) days, then they agree to resolve the dispute by mediation. If the parties cannot resolve their disputes or disagreement by mediation within a reasonable amount of time, then the parties shall be entitled to all remedies provided by the law to enforce the terms of this Lease.

Page 2 of 4 pages.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed in its corporate name by its duly authorized officers and its seal to be hereunto affixed by authority of its Board of Directors, this the _____ day of ________________, 2004.

FEARRINGTON HOMEOWNERS ASSOCIATION, INC.

By:_____________________________________________
President

Attest: __________________________________________
Secretary (CORPORATE
SEAL)

FEARRINGTON CARES

By:_____________________________________________ President

Attest: __________________________________________ Secretary (CORPORATE SEAL)
NORTH CAROLINA
CHATHAM COUNTY

I, a Notary Public of the County and State aforesaid, certify that ________________________ personally came before me this day and acknowledged that ___he is Secretary of FEARRINGTON HOMEOWNERS ASSOCIATION, INC., a North Carolina corporation, and that by authority duly given and as the act of the corporation, the foregoing instrument was signed in its name by its _________ President, sealed with its corporate seal and attested by ______ as its Secretary.

Witness my hand and official stamp or seal, this ____ day of ____________________, 2004.

__________________________________________
Notary Public

My Commission Expires:
____________________



Page 3 of 4 pages.


NORTH CAROLINA
CHATHAM COUNTY

I, a Notary Public of the County and State aforesaid, certify that ________________________ personally came before me this day and acknowledged that ___he is Secretary of FEARRINGTON CARES, a North Carolina corporation, and that by authority duly given and as the act of the corporation, the foregoing instrument was signed in its name by its _________ President, sealed with its corporate seal and attested by ______ as its Secretary.

Witness my hand and official stamp or seal, this ____ day of ____________________, 2004.

__________________________________________
Notary Public

My Commission Expires:

____________________



Page 4 of 4 pages.