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HomeMy WebLinkAbout2014-146 Public Affairs - University Mall for Public Outreach $500 Please return this copy to the Clerk to the Board's— "� office for permanent agenda file. NIVEPSITY M ALL LICENSE TO USE COMMON AREA SPACE THIS LICENSE AGREEMENT made as of this 4 day of February, 2014 between University Mall by Madison Marquette Retail services LLC as Managing Agent as "Licensor,"and the Orange County Government as "Licensee". A. BASIC TERMS. The following terms shall have the following meaning throughout this Agreement. 1. Center: University Mall 2. Address of Licensor: 201 S. Estes Drive Chapel Hill, NC 27517 Phone(919)945-1900 Fax(919)967-5831 Sarah.Enten&MadisonMarquette.com 3. Address of Licensee: 200 S. Cameron Street Hillsborough, NC 27278 Phone: 919-245-2302 cbanks@orangecountVnc.gov 4. Owner: Madison University Mall LLC by Madison Marquette Retail Services LLC as Managing Agent 5. Premises: Designated Common Area at University Mall–Interior common area space. 6. Term: April 3,2014, 6pm–9pm,April 4,2014, 10am–2pm. 7. Fee: $500 to be paid by check. 8: Activity/Purpose: Government Month Expo B. LICENSE. Licensor hereby grants Licensee the use of the Premises for the term set forth above, unless terminated sooner in accordance herewith,subject to the terms and conditions hereof. C. TERMS AND CONDITIONS. In consideration of the license granted, Licensee and Licensor agree to the following: 1. Purpose. Licensee shall use the Premises only for the purpose set forth in Section A.8 above and for no other purpose. 2. Fee. Licensor shall pay to Licensee the fee, if any,set forth in Section A.7 above,which fee shall be paid by check prior to use. Page 3 9. Rules and Regulations. Licensee shall comply with all rules and regulations that Licensor or Owner may promulgate and notify Licensee of on or after the date hereof. 10. Approval of Materials. Licensor shall approve placement, materials and overall project plan prior to installation. 11. Licensee shall provide adequate Security and Housekeeping services for the entirety of event. 12. Common area premises,and set-up areas will be returned to original condition by midnight,4/4/14. IN WITNESS WHEREOF,the parties have executed this License Agreement as of the day and year first above written. LICENSEE: LICENSOR: University Mall LLC by Madison Marquette Retail Servic s LLC as Managing Agent Signature Si a ure Title Title: Director of Marketing Date: Date: This instrument has been pre-audited in the manner required by the Local Government Budget and�cal C. ntrol Act Clarence G.Grier,Assistant Co. Manager& CFO Page 2 3. Insurance. Licensee shall maintain in full force and effect, during the Term, public liability and property damage insurance with respect to injury, death, or damage occurring at the Premises or arising out of Licensee's use of the Premises or otherwise arising out of any act or occurrence at the Premises. Said insurance should either (i) be in an amount of at least one million dollars ($1,000,000) combined single limit or(ii) have limits of at least$1,000,000 for injury or death to one person and for each occurrence and $500,000 for damage to property. Prior to the first day of the Term, Licensee shall furnish a certificate of insurance evidencing that such insurance is in effect. Licensee hereby waives all subrogation rights of its insurance carriers in favor of Licensor, Owner and Manager and their partners, officers, employees and agents and such other parties as Licensor may have designated additional insured. The policies shall name as additionally insured: Madison University Mall, LLC 201 South Estes Drive Chapel Hill NC 27514 4. Waiver of Claims, Hold Harmless and Indemnity. To the extent not prohibited by law, Licensee shall indemnify, defend and save harmless Licensor, Owner, and Manager and each of their partners, officers, directors, employees, and agents from and against any and all liability, claims, damages, costs, and expenses including without limitation, reasonable attorneys' fees, resulting from or in connection with Licensee's use and occupancy of the Premises. To the extent not prohibited by law, Licensee waives all claims against Licensor and Owner and each of their partners, officers, directors, employees, and agents for injury to persons, damage to property or to any other interests of Licensee sustained by Licensee or any person claiming through Licensee resulting from any occurrence in or upon the Premises or the Center. Without limitation, all Licensees' personal property, which may at any time be at the Premises, shall be at Licensee's sole risk. Licensor may at its discretion make it a condition for any member or employee of Licensee to have access to the Premises that said member or employee sign and deliver to Licensor a form of waiver and indemnity agreement satisfactory to Licensor. 5. Costs of Litigation. If Licensor, Owner or Manager shall without fault on their part be made a party to any litigation arising out of any act or omission of Licensee, Licensee shall pay all costs and expenses, including reasonable attorneys' fees, incurred by said parties on account of said litigation. Licensee shall also reimburse Licensor, Owner and Manager for all costs and expenses incurred by said parties, including reasonable attorneys'fees, in enforcing the provisions of this Agreement. 6. Early Termination and Recourse. Licensor may terminate the license herein upon a 30 day written notification. Neither Licensor nor Licensee shall be liable for tardiness or cancellations due to sickness, accidents, acts of God, riots, strikes, labor difficulties, epidemics, any act of any public authority, or any other legitimate condition beyond control. 7. Removal of Property; Holding Over. By the end of the term of this license, Licensee shall have removed all of its property from the Premises and shall leave the Premises in a clean condition and in as good or better condition as when Licensee took possession of the Premises. For each day or part of a day after the end of the Term that Licensee shall have failed to do the foregoing, Licensee shall pay Licensor seventy-five dollars ($75.00). Payment of said sums shall not be in prejudice to any other rights available to Licensor or Owner in respect to the holding over by Licensee. If Licensee fails to remove its property by the end of the Term, Licensor or Owner may dispose of said property in such manner as they determine. 8. Assignment. Licensee shall not assign or in any other manner transfer or encumber this License Agreement.