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MEMORANDUM OF UNDERSTANDING
HAMPTON OAKS SWIM TEAM
This Memorandum of Understanding is entered
this day of___ , 2004, between the HAMPTON OAKS HOMEOWNERS ASSOCIATION,
INC. (“Association”), and the HAMPTON OAKS SWIM TEAM, INC. ("Swim Team").
R E C I T A L S:
i. The Association is a property owners’ association and nonstock
corporation serving as the governing entity for all of the owners in the
residential subdivision created by virtue of a certain Amended and
Restated Declaration of Covenants, Conditions and Restrictions for Hampton
Oaks, which is recorded among the land records of Stafford County,
Virginia, at Deed Book 694, Page 180 et. seq.
ii. The Swim Team is a nonprofit, corporation organized under Section
501(c) of the Internal Revenue Code for the sole purpose of organizing an
operating a youth swim team consisting solely of the children of the
residents of the Association.
iii. The Swim Team and the Association have agreed that it is in the best
interest of both corporations to enter an agreement defining the Swim
Team’s use of the facilities, and designating the Swim Team as a committee
of the Association. In consideration of that agreement, the Association
and Swim Team agree to, and shall be bound by, the terms and conditions of
this Memorandum of Understanding.
NOW THEREFORE, in consideration of the foregoing recitals, which are
incorporated herein, and other good and valuable consideration, the
receipt and sufficiency of which the Association and Swim Team expressly
acknowledge, the parties hereby agree as follows:
I. DEFINITIONS
A. Association shall mean and refer to the Hampton Oaks Homeowner
Association, Inc., a Virginia Nonstock Corporation, which is a homeowners
association created under Virginia Law when the Declarant of the
Association recorded the Amended and Restated Declaration of Covenants,
Conditions and Restrictions for Hampton Oaks, which is recorded among the
land records of Stafford County, Virginia, at Deed Book 694, Page 180 et.
seq.
B. Association Board of Directors shall mean the Board of Directors of the
Association, as elected by the Association’s membership or appointed under
the procedures set forth in the Association Bylaws, which has the power
and duty to administer the affairs of the Association.
C. Hampton Oaks Residents shall mean the owners of homes within the
Hampton Oaks Homeowners Association or tenants holding a valid leasehold
interest in a home within the Hampton Oaks Homeowners Association. The
immediate family of owners and tenants shall be deemed to be a Hampton
Oaks Resident for the purposes of this Memorandum of Understanding.
D. Swim Team shall mean and refer to the Virginia nonprofit corporation
that was created pursuant to the Articles of Incorporation dated November
17, 2000, for the sole purpose of organizing an operating a youth swim
team comprised solely of the children of residents of the Association.
E. Swim Team Board of Directors shall mean and refer to the members of the
Swim Team’s Board of Directors, who are elected to serve on the Board of
Directors pursuant to the procedures set forth in the By-Laws of the
Hampton Oaks Swim Team.
F. Swim Team Capital Expenses shall mean any expenses for the purpose of
purchasing equipment or other materials that are for the primary benefit
of the Swim Team.
G. Swim Team Operating Expenses shall mean all expenses of the Swim Team
except for Swim Team Capital Expenses.
II. OBLIGATIONS OF THE SWIM TEAM
A. Swim Team shall be responsible for administering and operating the
Hampton Oaks Swim Team, which shall consist solely of children of Hampton
Oaks residents.
B. The Swim Team shall be responsible for funding its own operating
expenses through the collection of fees from its membership and through
its own fund raising activities.
C. The Swim Team shall retain and pay its own coaching staff, which must
consist solely of independent contractors. Under no circumstances shall
any members of the Swim Team coaching staff be employees of the
Association.
D. Within thirty (30) days following the end of each fiscal year, the Swim
Team shall obtain an independent audit of its finances for the most
recently-completed fiscal year by a accounting professional that has no
affiliation with or membership in the Swim Team. The Swim Team shall
provide the Association’s Board of Directors with a copy of all drafts and
the final version of such audit within seven (7) days of their receipt by
the Swim Team. The costs if such audit shall be an operating expense of
the Swim Team.
E. Prior to each swim season, the Swim Team Board of Directors shall
consult with the Association’s Board of Directors and pool committee to
determinate the availability of the swimming pool facility for swim meets
and practices during the swim team season. Under no circumstances shall
Swim Team practices interfere with the normal hours of operation for the
swimming pool facility. The Swim Team shall be responsible for scheduling
its practices and swim meets at times that are mutually acceptable to the
Swim Team and the Association.
F. Prior to each swim season, the Swim Team shall obtain commercial
liability insurance with minimum coverage limits of $1,000,000 per
occurrence naming the Association, and its Officers, Directors and Agents
as additional named insureds covered by such policy. The Swim Team must
provide the Association with a copy of a Certificate of Insurance
evidencing such coverage prior to the first swim practice each year.
G. The Swim Team shall assume all risks and hazards incidental to its use
of the Association’s facilities and shall agree to hereby indemnify,
release and hold harmless the Association, its Directors, Officers,
Members, Employees and Agents from and against all liabilities, damages,
injuries, causes of action, suits, claims, and judgments of any kind or
nature whatsoever, direct or indirect, including, but not limited to, the
costs and all attorney’s fees and other expenses arising in connection
with, incurred as a result of, or caused by its use of the Association’s
facilities.
H. The Swim Team Board of Directors shall serve as the Association’s Swim
Team Committee. Accordingly, the Swim Team Board of Directors shall fill
its obligations as the Swim Team Committee in a matter consistent with the
terms and conditions in the attached Swim Team Committee Charter.
I. The Swim Team shall maintain its own Federal Tax Identification number
and continue to pay its own Federal and Virginia taxes.
J. The Swim Team shall submit to the Board of Directors for review any
contracts that will create any obligations for the Association. The Board
of Directors shall have the absolute discretion whether to approve and
execute any such contracts, and the Swim Team shall not have the authority
to enter into any contracts on behalf of the Association.
III. OBLIGATIONS OF THE ASSOCIATION
A. The Association’s Board of Directors shall appoint the Swim Team’s
Board of Directors to serve as the Swim Team Committee for the
Association.
B. The Association shall not have the authority to remove any person from
the Swim Team’s Board of Directors; provided, however, that all members of
the Swim Team’s Board of Directors must remain a member in good standing
of the Association, as defined by the attached Swim Team Committee
Charter.
C. The Association shall provide the Swim Team with access to the pool
facility for the purpose of holding practice and hosting swim meets, at
times that are mutually agreeable to the Association and the Swim Team.
D. The Association shall provide the Swim Team with access to the Hampton
Oaks Community Center for the purpose of holding its meetings and other
events, at times that are mutually agreeable to the Association and the
Swim Team.
E. The Association shall provide the Swim Team with access to its
newsletter and website for the purpose of publicizing the activities of
the Swim Team.
IV. MISCELLANEOUS
A. Term: The initial term of this Memorandum of Understanding shall be for
One (1) Year. Thereafter, it shall automatically renew for successive one
year terms, unless the Association or Swim Team provides the other party
with written notice terminating the agreement by no later than March 1st
of that year.
B. The persons executing this Agreement on behalf of the Association and
the Swim Team represent that they have the authority to enter into this
Agreement and that the Agreement is fully binding upon the parties in
accordance with its terms.
C. This Agreement shall be binding on any and all successors and assigns
of either party. This agreement is not assignable without the express
written consent of the Association.
D. All written notices required herein shall be sent by certified mail,
return receipt requested to the following addresses:
Hampton Oaks Homeowners Association
80 Northampton Boulevard
Stafford, Virginia 22554
Hampton Oaks Swim Team, Inc.
c/o
Should any party desire to change the address for notice, that party shall
be required to deliver notice of such request to the other parties by
certified mail, return receipt requested.
E. This Agreement constitutes the complete understanding of the parties
hereto with respect to the subject matter hereof.
F. This Agreement may only be amended by an instrument executed by the
Association and the Swim Team.
G. The captions or titles provided in this agreement are solely for the
sake of convenience, and in no way are intended to, nor shall, modify or
limit the meaning of any term or provision of this Agreement.
H. Any disputes arising out of this agreement will be resolved through
arbitration under the rules of the American Arbitration Association.
I. If any court of competent jurisdiction holds that any provision in this
Agreement is invalid or unenforceable, the court shall construe and apply
this Agreement without regard to such invalid or unenforceable provision
and give effect to the remainder of this Agreement to the maximum extent
permitted by law.
WITNESS the following signatures:
HAMPTON OAKS HOMEOWNERS ASSOCIATION,
INC.
By:
Name:
Title:
HAMPTON OAKS SWIM TEAM, INC..
By:
Name:
Title:
By-Laws
Swim Team Committee Charter
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