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HomeMy WebLinkAboutNS Purchasing West Ten Soccer Center Public Private Partnership & Sports EndeavorsJ • Consideration of Potential Partnership Agreements with Private Corporations to Supplement Development and Ongoing Operating Funding for ~ - The West Ten Soccer Center February 12, 2007 Background - In 2005, the Board of County Commissioners approved the master site plan for development of the West Ten Soccer Center located adjacent to Orange County Schools Gravelly Hill Middle School on West Ten Road in Mebane. The master plan, prepared by Corley Redfoot Zack (CRZ) architects, included development of five full size- soccer fields • along with one smaller soccer/multi-purpose field. In August 2006, CRZ provided a cost estimate for full development of the Center that ranged from $2.5 -to $3 million, including lighting, irrigation, parking, playing .surfaces, building and furnishings, goals, bleachers, benches, scoreboard and start-up maintenance equipment. The Board has approved $1,350,000 from 2001 voter approved Soccer Superfund bonds plus $$350,000 from the 2004 Two-thirds Net Debt Reduction Bonds and an additional $2,267,000 in anticipated alternative financing for a total of $3,967,000 -million in funding for the project. Of the approved funds for the project, the County has expended about $967,000 to p-urchase the land, prepare the master plan and complete some pre-grading development work leaving an available balance of $3,000,168 allocated towards completion of the Soccer Center. County representatives, including Commissioner Jacobs, Ken Chavlous, Donna Dean, Dianne Reid and Lori Taft have been exploring funding opportunities such as community partners and grants that potentially would offset some of the costs of developing and operating the Soccer Center. Sports .Endeavors, Inc. located in Hillsborough has agreed to donate $150,000, plus up to an additional $150,000 to be matched by other community partners. They are also willing to participate in a • seven figure deferred payment loan arrangement if the County determines it would be advantageous to borrow additional funds. In exchange, they are requesting "naming rights" which have yet to be defined. This concept was introduced to the Commissioners at the September 14th work session, and mentioned again at the October 3 regular meeting. At this point staff is poised to begin negotiations with Sports Endeavors and for additional fundraising with other potential partners on behalf of the county for detailed rights and privileges that could be offered in exchange for private partnership -funds. These discussions would include naming rights for the center, naming rights for individual fields and the concession stand, as well as other amenities within the park. In addition, smaller sponsorships could be solicited for interior perimeter fencing signage. A proposal targeting a three year renewable contract for naming of the facility and/or other identifiable benefits would be developed and negotiated with each potential sponsor, and brought back to the Board for final approval. Current Status The project is currently ahead of schedule. CRZ hopes to have bid documents for the final field development package ready in the April- May time frame. With BOCC~ approval in June, construction could proceed and the ~flelds could be sprigged and irrigated during the summer months. The remainder of the Construction package, consisting of the building, walking track, lighting, landscaping, etc would follow with the likelihood that. the completed complex could open for play in the fall of 2008. Staff estimates annual operating costs for the facility to be approximately $350,000 per year including staff, operations and recurring ppital costs. Financial Impact A total of $300,000 has been offered by Sports Endeavors, with the caveat that an additional $150,000 is raised. This potential total of $450,000 could be directed to development cost overruns (if any) and/or to offset annual operating costs. There would be no guarantees of recurring revenue generation at this level, but there would be • • u • potential for partnership funds to continue to assist in funding park operations in future years. Recommendation StafF recommends proceeding with fundraising as described above. If there is no objection to the concept~or course of action described, staff could move forward and bring the results of these efforts to the Board as soon as there are substantive items to report. • • Draft 1-19-07 ~~ • FACILITY NAMING AND SPONSORSHIP AGREEMENT This Facility Naming Agreement ("Agreement's is entered into this day of , between Sports Endeavors Inc., a North Carolina. corporation with offices located at 431 US Highway 70A East, Hillsborough, NC 27278-9912 and Orange County, North Carolina hereinafter refeaed to as "Orange County," pursuant to Gen. Statute 160A-460 et seq., and other applicable laws. yPHEREAS, Orange County is constructing the West Ten Soccer Center ("Facility's located on West Ten Road in Efland North Carolina; and WHEREAS, the Facility will be utilized by local, regional, state, national and international organizations, among other uses; and WEIEREAS, Sports Endeavors Inc. desires to sponsor the Facility in return for certain benefits as set forth below: NOW, THEREFORE, in consideration of the mutual promises and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Orange County and Sports Endeavors Inc. hereby agree as follows: 1. RECITALS. The recitals set forth above are herby incorporated into this Agreement. 2. TERM AND TERMIlVATION. 2.1. The term of this Agreement shall commence as of the date first above written and, unless sooner terminated in~accordance with the Agreement, shall continue until 2.2. Provided Sports Endeavors Inc. is not in default hereunder, Sports Endeavors Inc. shall have the option to extend the term of the this Agreement for an additional three (3) years at a mutually agreed upon yearly investment. Sports Endeavors Inc. can exercise its option by providing written notice to Orange County of Sports Endeavors intent to renew no later than 2.3. Sports Endeavors Inc. shall have the right to terminate this Agreement upon 30 days written notice to Orange County in the event of the occurrence of any of the following contingencies: 2.3.1. If Orange County is not using its best efforts to utilize the Facility to its potential and Sports Endeavors Inc. is not receiving the desired brand exposure; or 2.3.2. If Orange County is adjudicated as insolvent, declares bankruptcy or is otherwise unable to perform its management duties for the Facility, or 2.3.3. Upon material breach of any provision of this Agreement by Orange County, if such breach is not cured within thirty (30) days after Orange County's receipt of written notice from Sports Endeavors Inc. 2.4.Orange County shall have the right to terminate this Agreement upon written notice to Sports Endeavors Inc. in the event of the occurrence of any of the following contingencies: 2.4.1. If Sports Endeavors Inc. is adjudicated as insolvent, declares bankruptcy or is otherwise unable to pay its debts when due; or • Page 1 of 7 • 2.4.2. Upon a material breach of any provision of this Agreement by Sports Endeavors Inc., if such breach is not cured within thirty (30) days after Sports Endeavors receipt of written notice from Orange County. 2.5. The provisions of Sections 8, 10, 16, 17, 18, 19, and 20 shall survive expiration or t~ ~n tion of this Agreement. 3. SPORTS ENDEAVORS RIGHTS AND BENEFITS 3.1. Naming Rim. 3.1.1. Sports Endeavors shall have the exclusive right to retain the Facility name "Sports Endeavors Soccer Center". • 3.1.2. All references to the Facility, regardless of media, made by Orange County will include Sports Endeavors. Such references shall include, but not be limited to, all marketing materials, press releases, other print materials, radio and Facility website. 3.1.3•. Orange County agrees that no sponsorships or other forms of advertisements relating to the Facility, may be offered to third parties in the soccer or lacrosse catalog industry without prior approval from Sports Endeavors Inc., which approval shall not be unreasonably withheld. In addition, Orange County agrees that it will not offer sponsorships or sell advertising to persons or entities whose business reputation or ongoing business activities might reflect adversely upon the image and reputation of Sports Endeavors Inc. 3.2. Si e 3.2.1. Unless otherwise stated herein, Orange County will design, install and maintain signage • in the Facility recognizing Sports Endeavors as the naming sponsor of the Facility. Appropriate lighting will be provided and maintained, at a m;n;mum, for the main entrance sign and the mam directory s~.gn. 3.2.2.Orange County shall use its best efforts to obtain approval from the North Carolina Department of Transportation and other governmental agencies for the placement of a minimum of two (2) directional highway signs. . 3.2.3. Consistent Orange County ordinances, Sports Endeavors Inc. will have the right, at the expense of Sports Endeavors Inc., to place banner signs (the `Banners' on light poles at the Facility. In the event that Sports Endeavors Inc. elects to place Banners, Sports Endeavors shall be responsible for mounting, maintaining, and removing the Banners when necessary. Orange County shall be responsible for providing Sports Endeavors adequate notice, using best efforts to provide one (1) month notice, but not less than two (2) weeks notice, of the need to remove the banners prior to an event. No use of the banner brackets may be made by third parties without Sports Endeavors prior consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, Sports Endeavors hereby authorizes use of the brackets by Orange County. 3.2.4. Sports Endeavors Inc. shall have the right, at Sports Endeavors Inc. expense, to have at • least one (1) flag of Sports Endeavors Inc. design displayed on a flagpole in.the Facility. 3.2.5. Sports Endeavors Inc. acknowledges that Orange County may, from time to time, be required to remove temporary signage, such as the Banners and field advertising, by certain event promoters; however, Orange County agrees to use all reasonable efforts to maintain Sports Endeavors right to display the temporary signage at each event. 3.2.6.Orange County shall use best efforts to see that permanent signage is not modified, • covered, or digitally manipulated in visual images without the prior written approval of • • Sports Endeavors Inc. • Page 2 of 7 1-19-07 7 Draft 1-19-07 3.3. Admission. Parking Passes. 3.3.1.Orange County shall provide Sports Endeavors Inc. with ten (10) tickets or parking passes to any ticketed events held at the Facility for which Orange County controls the ticketing process. Passes may be used by Sports Endeavors, Inc. employees, vendors, clients, etc. 3.3.2. ]:n any event for which Orange County does not control sale and/or distribution of the .admission passes and parking passes, Orange County shall use reasonable efforts to obtain ten (10) admission passes and/or parking passes, but "reasonable efforts" shall not include having to purchase said passes. 3.4. Use of Facility. 3.4.1. Sports Endeavors Inc. shall have the right, subject to the provisions of this Section, to utilize the Facility for company events. Sports Endeavors Inc. shall provide Orange County with not less than thirty (30) days notice of any such request to utilize the Facility. Such usage shall be on the dates mutually agreed upon by the parties, based on Facility availability. Sports Endeavors Inc. shall reimburse Orange County for any relaxed costs incurred by Orange County associated with the company events (i.e. set up, security, supervision, clean up, etc.). 3.5. Advisory Board. 3.5.1. In the event an Advisory Board is created with regard to use of the Facility by Orange County, Sports Endeavors Inc. shall have the option, at its sole discretion, to place at least one (1) member on such Advisory Board. 4. PAYMENTS. Sports Endeavors shall, on or before thirty (30) days following the date of this Agreement, pay Orange County the amount of and No/100 Dollazs ($ )~ In addition, Sports Endeavors shall pay Orange County the amount of • and No/100 Dollars ($ ) on or before July 31, 2008, provided Orange County is able to match this amount with funds provided by other businesses and/or donors, and an additional and No/100 Dollars ($ ~ ) on or before July 31, 2009. 5. INTELLECTUAL PROPERTY 5.1. Sports Endeavors Inc. grants Orange County the right to use. its'trademarks, trade names and service marks, including the Sports Endeavors Inc. and Eurosport logos ("Sports Endeavors Mazks'~ solely in connection with the identification of the Facility and Fields. Orange County acknowledges that its use of the Sports Endeavors Marks shall inure to• the sole benefit of Sports Endeavors Inc. and shall not create any right, title or interest in same in favor of Orange County. Orange County agrees to comply with Sports Endeavors' guidelines as may be provided to Orange County from time to time concerning use of Sports Endeavors Marks. Sports Endeavors Inc. reserves the right to~prohibit the use of Sports Endeavors Marks, or to modify any materials depicting Sports Endeavors Marks, if in its sole judgment such use may be illegal, misleading or inappropriate. 5.2. Orange County grants Sports Endeavors Inc. the right to use the Facility name and images for marketing purposes, in any media, subject to prior and timely review by Orange County. Such review is intended to help ensure accuracy and coordination of marketing and public relations efforts between Sports Endeavors Inc. and Orange County related. to the Facility. 5.3. Orange County grants Sports Endeavors Inc. the right to use the Orange County seal (logo), which is a registered mark with the North Carolina Secretary of State's office, solely in connection with the identification of the Facility. Sports Endeavors Inc. acknowledges that its use of the Orange County seal (logo) shall inure to the sole benefit of Orange County and shall not create any right, title or interest in same in favor of Sports Endeavors. Sports Endeavors • Page 3 of 7 Draft 1-19-07 • LY • Inc. agrees to comply with Orange County's guidelines as may be provided to Sports Endeavors Inc. from time to time concerning use of its seal (logo), or to modify any materials depicting its seal, if in its sole judgment such use maybe illegal, misleading or inappropriate. 5.4. Each party shall provide a single point of contact for any approvals required under the Agreement ("Approval Coordinatox'~, as named below: For the County: For Sports Endeavors: Either party may change their Approval Coordinators upon written notice to the other party in accordance with this Agreement. 6. MAIIVTENANCE OF FACILITY. NON-DISCRIlVIINATION. 6.1. Orange County shall maintain the Facility in good and safe condition. 6.2. Orange County shall ensure that in no event shall usage of the Facility discriminate on the basis • of race, sex, religion or national origin. 7. INSURANCE REQUIREMENTS. RELEASES REQUIRED. 7.1. Orange County agrees to secure and maintain in force and effect throughout the term of this Agreement insurance coverage for all facilities and equipment located at the Facility consistent . with that main ~ned•by Orange County at all other municipal locations. Such coverage should . include, at a minimum the following: . 7.1.1. Statutory workers' compensation in accordance with the laws of the state where• such • compensation would be payable. Employers' liability (Coverage B) with limits of not less that $100,000 per accident. 7.1.2. Comprehensive General Liability Insurance, including,products liability, completed operations liability, blanket contractual liability, broad form property damage and bodily injury liability insurance, with limits of at least $2,000,000 for each occuaence and • combined single limit. 7.1.3. Umbrella Liability Insurance for a limit of not less that $5,000,000 per occurrence and policy aggregate limit. 7.1.4. Commercial Property Insurance on the Facility with a limit of no less than $3,500,000. ?.2. Orange County shall deliver to Sports Endeavors Certificates of Insurance evidencing the existence of the insurance required above no later than thirty. (30) days following the final execution of this Agreement. Such Certificates shall provide for the giving to Sports Endeavors of thirty (30) days prior written notice of cancellation. 7.3. Orange County agrees that it will use best efforts to require all credentials of any kind used for admission to events at the Facility to include the following or substantially similar language: The holder of this ticket assumes all risl E and danger and releases the Sports Endeavors • Soccer Center, its sponsors, and host organizations and all agents thereoffrom any and all liabilities resulting from your attendance at this event. You agree to abide by all rules and Page 4 of 7 1-19-07 ~~ regulations established for Sports Endeavors Soccer Center, and a violation of these rules • and regulations can be cause for forfeiture of your ticket and removal from the premises. 7.4. Orange County further agrees to use best efforts to obtain signed releases from. all organizations engaged in activities at the Facility, which release Sports Endeavors Inc., its parent, subsidiary and affiliated companies and all agents thereof from any and all liabilities resulting from their use of the Facility and participation in the activity held at the Facility. 8: INDEMNITY. 8.1. To the extent permitted by law and up to the amount of its.in~,~rance coverage, Orange County agrees to indemnify, defend and hold harmless Sports Endeavors Inc., its parent, subsidiary and affiliated companies and their respective directors, officers, employees, agents successors and assigns, from and against any and all claims, damages, liabilities, losses, government proceedings and costs and expenses, including reasonable attorneys' fees and costs of suit, arising out of or in connection with (i) the negligent or reckless acts or omissions of Orange County, its employee's, agents, or representatives, or (ii) Orange County's breach of this Agreement. 8.2. Sports Endeavors Inc. agrees to indemnify, defend and hold harmless Orange County, its parent, subsidiary and affiliated companies and their respective directors, officers, employees, agents, successors and assigns, from and against any and all claims, damages, liabilities, losses, government proceedings and costs and expenses, including reasonable attorneys' fees and costs of suit, arising out of or in connection with (i) the use of the Sports Endeavors Marks or (ii) Sports Endeavors Inc. breach of this Agreement. 8.3. Each party shall promptly notify the other party of any suit or threat of suit of which that party becomes aware which may give rise to a right of indemnification pursuant to this Agreement. • The parties agree to cooperate in the settlement or~defense of any such claim, demand, suit or proceeding. 8.4. In the event of a breach or threatened breach of this Agreement by the other party, the non breaching party shall be entitled, in addition to any other remedies available to it, to obtain relief byway of injunction or other equitable relief 8.5. The obligations of this Section 8 shall survive the expiration or termination of this Agreement. 9. COMPLIANCE WITH LAWS. In the course of their respective performance under this Agreement, both parties shall comply with all applicable federal, state and local laws and regulations, including, without limitation, laws and regulations pertaining to trademark and copyrights. 10. NOTICES, STATEMENTS AND PAYMENTS. All notices, statements and payments required hereunder shall be sent by fax and overnight mail, or first class mail, or by wire transfer, as appropriate, to the parties at the following addresses: For Orange County: With copy to: • Page 5 of 7 Draft -19-07 it For Sports Endeavors: With copy to: 11. WAIVER. The failure of Sports Endeavors Inc. or Orange County at any time to demand strict performance by the other of any terms, covenants or conditions set forth herein, shall not be construed as a continuing waiver or relinquishment thereof, and either may at anytime demand strict and complete performance by the other of said terms, covenants and conditions. 12. ASSIGNMENT. Neither Orange County nor Sports Endeavors Inc. shall have any right to assign or transfer any of its rights or obligations hereunder without the express written consent of the other party. Any unauthorized attempt at assignment shall be void and unenforceable. 13. FURTHER ASSURANCES. Each party shall, upon the request of the other and without further consideration, execute and deliver to such other parties such documents as may be necessary and proper, and take such other action as may be required, to effectively carry out this Agreement. 14. INDEPENDENT CONTRACTORS. Both parties shall be independent contractors unto one another. Nothing herein contained shall be construed to constitute the parties hereto as partners or as joint venturers, or either as agent of the other, and neither shall have power to obligate or bind the other in any manner whatsoever. 15.5IGNIFICANCE OF HEADINGS. Paragraph headings contained hereunder are solely for the purpose of aiding in speedy location of subject matter and are not in any sense to be given weight in the construction of this Agreement. Accordingly, in case of any question with respect to the construction of this Agreement, it is to be construed as though such paragraph headings had been omitted. 16. SEVERABILITY. If this Agreement or any of its provisions is found to be illegal or unenforceable under the law now or hereafter in effect, then the parties shall be excused from the performance of such portions of this Agreement as shall be found to be illegal or unenforceable under the applicable laws or regulations, without affecting the validity of the remaining provisions of the Agreement. - 17. FORCE MAJEURE. Neither party shall be liable for any delays, damages or failure to act caused by force majeure or act of God, failure of any governmental or other regulatory agency or national sport governing body to grant necessary permits or approvals, threat and/or acts of terrorism, or any similar contingency beyond its control (a "Force Majeure Event', and any failure or delay in the perfon~nauce of the respective obligations of the pasties due to a Force Majeure Event shall not be deemed a breach of this Agreement. 18. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between Sports Endeavors Inc. and Orange County relating to the subject matter hereof, and cannot be altered or modified except by an agreement in writing signed by both parties. Upon its execution, this • Agreement shall supersede all prior negotiations, understandings and agreements regarding the Page 6 of 7 19-07 ,a Facility, whether oral or written, and such prior agreements shall thereupon be null and void without further legal effect. Any te~.s inconsistent with or additional to the terms and conditions set forth in this Agreement which maybe included with a purchase order, aclmowledgement, invoice or the like, of either party shall not be binding on the other party hereto. This Agreement maybe executed in two (2) or more comiterparts, each of which will be considered an original, but all of which will constitute one and the same Agreement. The parties agree that faked signature copies shall be legally binding. 19. GOVERNING LAWS. This Agreement shall be governed by aad construed in accordance with the laws of the State of North Carolina applicable to contracts entered into and wholly to be performed with the State of North Carolina. 20. NO THIRD PARTY BENFICIARIES. Unless otherwise specifically provided herein, no person or entity that is not a party to this Agreement will have any equitable or other rights by virtue of this Agreement. IN WITNESS WHEREOF, the parties have caused their authorized representative to execute this Agreement as of the date first above written. Sports Endeavors Inc. By: Signature Name and Title Attest: Title Attest: Clerk to the Board. • Orange County By. Signature Moses Carey, 7r., Chair, Board of Commissioners Page 7 of 7