MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding is entered into this the ___ day of February, 2007, by and between the Town of Chapel Hill, North Carolina (“Town”), a North Carolina Municipal Corporation, and the Foundation for a Sustainable Community, Inc. (“Foundation”), a not-for-profit charitable corporation as defined by North Carolina corporation as defined in North Carolina General Statute Sec. 55A-1-40(4).

WHEREAS, the Foundation was established by the Chapel Hill-Carrboro Chamber of Commerce in 2003 to “promote and advance the triple bottom line of community sustainability-environmental protection, social equity and economic prosperity”; and

WHEREAS, in conjunction with the retirement of W. Calvin Horton as Town Manager of Chapel Hill in 2006, following sixteen years of service as Town Manager, the Foundation undertook a capital campaign to establish in his honor an endowment to be used to recognize outstanding service by employees of the Town of Chapel Hill; and

WHEREAS, the Foundation has raised through voluntary contributions an amount currently of approximately $100,000 for this purpose, which it has designated as the Cal Horton Service Award Fund (“Fund”); and

WHEREAS, the purpose of the Fund is to provide a source of revenue to be used to recognize on an annual basis distinguished service by employees of the Town; and

WHEREAS, the Foundation believes that the maintenance of the Fund and use of the interest earned by the Fund can be managed in an manner that meets the purpose for which the Fund was established by having the Fund held in a special separate account by the Town; and

WHEREAS, the Town is willing to accept the principal of the Fund and maintain it in a separate account with the intent that the Fund be used to fulfill the purposes for which it was established.

UNDERSTANDING OF THE PARTIES

NOW, THEREFORE, the undersigned have reached the following understanding regarding the assets of the .

1. The Foundation shall transfer the entire balance of the Fund to the Town, to be held by the Town in a separate Town account designated the Cal Horton Service Award Account.

2. The purpose of this account shall be to provide a source of revenue to be used to give one or more cash awards, designated the Cal Horton Service Award, on an annual basis, to recognize distinguished service by Chapel Hill Town employees. The awards shall be made at a time determined appropriate by the Town Manager.

3. The principal funds shall be preserved and only 50% of the interest earned annually will be used to make awards. In this manner, the amount available for the award will increase over time and be consistent with changes in the economy.

4. The Town will invest the principal in accordance with the sound financial management practices and the requirements of North Carolina law and shall make a good faith effort to earn reasonable interest on the fund each year.

5. All Town employees will be eligible for the award. Nominations will be solicited annually from all Town employees. A committee appointed by the Town Manager and composed of senior employees and department heads, as determined by the Town Manager, will review nominations and recommend finalists for consideration by the Town Manager.

6. The Town Manager will make the final determination of the recipient or recipients each year. Awards will be presented in an appropriate public ceremony to call attention to the good work of Town employees.

7. The Town shall not deplete or transfer any or all of the principal balance of the Fund to any other Town purpose except with the written consent of the Foundation or its successor in interest. In the event the Foundation ceases to exist without designating a successor, the Town shall be permitted to transfer the principal balance of the Fund to another Town purpose upon the approval of a two-thirds vote of the governing body of the Town following a public hearing on the proposed transfer.

IN WITNESS WHEREOF, the undersigned accept the terms of this Memorandum of Understanding as of the day and year first above written.

The Foundation for a Sustainable Community

By: _____________________________________

Title: ___________________________________

Town of Chapel Hill

By: ______________________________________

Title: ____________________________________