WQ0000193_More Information (Received)_20201120

MEMORANDUM OF UNDERSTANDING
VILLAS HOMEOWNERS ASSOCIATION REUSE IRRIGATION PROJECT
THIS MEMORANDUM OF UNDERSTANDING ("MOU") is entered into on
A. : , 2017 by and among The Village of Bald Head Island, North Carolina
(" illase" ), a North Carolina municipal corporation, Bald Head Island Club, Inc. ("Club"), a North
Carolina corporation, and the Bald Head Island Villas Association ("Villas"), a North Carolina
corporation;
WITNESSETH:
WHEREAS, the Village and the Club entered into an Effluent Easement and Irrigation
and Infiltration Agreement dated December, 2015 (the "Easement and Irrigation Agreement');
WHEREAS, pursuant to the Easement and Irrigation Agreement, the Village utilizes
certain effluent ponds on the Club property to receive effluent meeting State reuse standards for
storage, infiltration to the subsurface and irrigation onto Club properties, including for the purpose
of irrigation of the golf course;
WHEREAS, the Villas desires to receive effluent meeting State reuse standards for
irrigation of the Villas common areas from Club lagoons I, C and 7 ("irrigation Lagoons") as
shown on Exhibit 1 attached hereto.
WHEREAS, irrigation using reuse effluent from the Irrigation Lagoons will require the
Village to modify its non -discharge Permit No. WQ-000193 (the "Permit") from the Division of
Water Resources ("DWR") of the North Carolina Department of Environmental Quality ("DEQ")
for the operation of the Village's wastewater and utility system and effluent management system;
and
WHEREAS, the irrigation of the Villas common areas with reuse effluent from the
Irrigation Lagoons will require agreement among the parties hereto with respect to the Permit
amendments and entry into an operating agreement among the parties for performance of the
irrigat ion.
NOW, THEREFORE, in consideration of the prior and ongoing discussions and
negotiations among the parties, and their intent to further develop the same towards the necessary
Permit amendment and agreement for the receipt and operation of reuse effluent for irrigation of the
Villas common areas, and other good and valuable consideration, the parties, intending to be legally
bound, agree as follows:
I . Permit Amendment. The Villas has and shall continue to engage McKim & Creed
engineering firm for the purposes of performing, or subcontracting the performance of, those
studies, reports and other documents and actions necessary for amendment of the Permit to allow
irrigation of the Villas common areas with reuse effluent. Any such amendment to the Village
Permit in this regard shall beat the Village's and Club's sole discretion and approval. The Villas
shall reimburse the Village and the Club for all costs, fees and expenses incurred by the Village

and the Club, and their respective agents, consultants and attorneys; in connection with the
evaluation, negotiation, approval, preparation, execution, application and prosecution of and for
the Permit amendment relating to irrigation of the Villas common areas with reuse effluent.
Reimbursement shall be made by the Villas within ten (l 0) days from receipt of an invoice setting
forth the costs, fees and expenses incurred and whether or not a Permit amendment is ultimately
agreed upon by the parties or issued by DWR.
2. OQerating_Agreernent. The parties will negotiate in good faith and shall explore an
operating agreement, including as required by DWR, to address their respective operating
responsibilities and costs of the parties in the use of reuse effluent for irrigation to the Villas
common areas. The Villas shall reimburse the Village and the Club for all costs, fees and expenses
incurred by the Village and the Club, and their respective agents, consultants and attorneys; in
connection with the negotiation, preparation and execution of this MOU and an operating
agreement. Reimbursement shall be made by the Villas within ten (10) days from receipt of an
invoice setting forth the costs, fees and expenses incurred and whether or not an operating
agreement is ultimately agreed upon by the parties.
3. Preliminary Discussions_ Nothing in this Agreement or the actions contemplated
herein shall require any party to enter into a future agreement without such party's express, written
approval and consent.
4. Third -Party_ Beneficiaries_ It is understood and agreed that there is no intent for
there to be, and in fact there are not, any third -party beneficiaries of this Agreement. No third
party, including property owners, shall have any right, claim or remedy under this MOU or relating
to or arising from the performance or nonperformance of any obligations or duties under this MOU
in contract, tort or otherwise,
5. Notices. All notices, requests, consents and other communications required or
permitted under this Agreement shall, to the extent possible, be in writing and shall be (as elected
by the person giving such notice) delivered personally, by e-mail, or by facsimile, or mailed by
registered or certified mail (postage prepaid), return receipt requested, addressed to:
If to the Village: Village of Bald Head Island
Attention: Village Manager
Post Office Box 3009
Bald Head Island, North Carolina 28461
Email: [e-mail]
2

If to the Club: Bald Head Island Club
Attention: President/General Manager
Post Office Box 3070
Bald Head Island, North Carolina 28461
Email: RNorton ct,bhiclub.net
Ifto the Villas: Bald Head Island Villas Association
Attention: Kevin Arata, Villas HOA President
582 Broyhill Road
Fayetteville, North Carolina 28314
Email-, 1,varata 4i,_rnail.com
6. Regulatory Coinmunications. The Village shall promptly share all written
communications received from or sent to DEQ and other governmental or regulatory agencies
relating to the herein matters.
7. Termination. Notwithstanding anything to the contrary herein contained, it is
understood and agreed that any party hereto may termination this MOU upon three (3) business
days" notice. Notwithstanding such termination, the Villas shall remain responsible to reimburse
the Village and the Club for all costs, fees and expenses referred to in Paragraphs 1 and 2 incurred
prior to the termination notice and in connection with or related to the termination.
8. Assignment. This Agreement and the rights and obligations created herein may not
be assigned without the written consent of the non -assigning parties. In the event of any such
assignment by consent, this Agreement shall be binding upon the assignees and their successors
and assigns.
9. Independent Counsel, This Agreement has been fully reviewed and considered by
the Village, the Club and the Villas and is entered into advisedly and with the opportunity for
representation of counsel.
10. Amendment. This MOU may be amended or modified, wholly or in part, only by
express written agreement signed by the Village, the Club and the Villas.
It. Choice ofLaw. This MOU shall be governed and construed in accordance with the
laws of the State of North Carolina.
12. Arbitration. It is agreed that any disputes or controversies under or relating to this
MOU shall be submitted to binding arbitration in accord with the North Carolina Revised Uniform
Arbitration Act, Article 45C, G.S. 1-569.1, of serf. In any such arbitration, the Village expressly
waives and agrees not to assert the defense of sovereign immunity to the enforceability of this
MOU.
13, Parties Bound. This MOU shall he binding on, and inure to the benefit of, the
Village, the Club and Villas, and their respective representatives, agents, servants, employees,

independent contractors, contractors, officers, directors, managers, members, partners, joint
venturers, predecessors, successors and assigns.
14. Due Authority. The persons signing this MOU on behalf of the party indicated
above his/her signature represent and warrant that he/she has full authority from such party to
execute and deliver this MOU.
VILLAGE OF BALD HEAD ISLAND
By:
A slu�-
J. Andrew Sayre, flay
Attest:
Daralyn Spiv6r, Village CIe „ .
GAL Z
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BALD HEAD ISLAND CLUB, INC.
By:
Name: `
Title: st 40
BALD HEAD ISLAND VILLAS
ASSOCIATION
By:
Name: C-y; V r /4
Title: V IA 1 ,9,914 Spa i=
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EXHIBIT 1
014
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Explanation
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Reclaimed Water
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water wzil 1QO-ft Son
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