HomeMy WebLinkAbout2014-393 DEAPR - Sports Endeavors, Inc. Naming Rights for soccer center $175,000 , . c�1�� 31-3 3
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FACILITY NAMING
AND
SPONSORSHIP AGREEMENT
This Facility Naming and Sponsorship Agreement("Agreement")is entered into this day of Julyl,2014,
between Sports Endeavors, Incorporated, a North Carolina corporation with offices located at 431 US
Highway 70A East,Hillsborough,NC 27278-9912 ("Sports Endeavors")and Orange County,North
Carolina hereinafter referred to as"Orange County,"pursuant to Gen. Statute 160A-460 et seq., and
other applicable laws.
WHEREAS,Orange County has constructed and is operating the Eurosport Soccer Center("Facility")
located on West Ten Road in Efland North Carolina; and
WHEREAS,the Facility will be utilized by local, regional, state and national organizations, among other
uses;and
WHEREAS, Sports Endeavors desires to renew its sponsorship of 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 hereby agree as follows:
1. RECITALS. The recitals set forth above are herby incorporated into this Agreement.
2. TERM AND TERAHNATION.
2.1. The term of this Agreement shall commence as July 1,2014 and,unless sooner terminated in
accordance with the Agreement, shall continue until June 30, 2019.
2.2. Provided Sports Endeavors is not in default hereunder, Sports Endeavors shall have the option
to extend the term of the this Agreement for an additional five(5)years at a mutually agreed
upon yearly investment. Sports Endeavors can exercise its option by providing written notice to
Orange County of Sports Endeavors intent to renew no later than January 1,2019.
2.3. Sports Endeavors 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 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.
2.4. Orange County shall have the right to terminate this Agreement upon written notice to Sports
Endeavors in the event of the occurrence of any of the following contingencies:
2.4.1.If Sports Endeavors is adjudicated as insolvent,declares bankruptcy or is otherwise
unable to pay its debts when due;or
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2.4.2.Upon a material breach of any provision of this Agreement by Sports Endeavors,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 termination
of this Agreement.
3. SPORTS ENDEAVORS RIGHTS AND BENEFITS
3.1. Naming Rights.
3.1.1. Sports Endeavors shall have the exclusive right to retain the Facility name
"SOCCER.COM"or such other Facility name containing"SOCCER.COM" as may be
agreed upon between Sports Endeavors and Orange County(the"Facility Name").
3.1.2. All references to the Facility,regardless of media, including any electronic forms of such
media,made by Orange County will include SOCCER.COM. Such references shall
include,but not be limited to, all marketing materials,press releases, television and radio
advertisements,promotions or announcements,tickets,ticket order forms,newspapers,
magazines and any other print materials, and the Facility website("Promotional Media").
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 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.
3.2. Signage
i.2.L Unless otherwise stated herein,Orange County will design, install and maintain signage
in the Facility recognizing Sports Endeavors/SOCCER.COM as the naming sponsor of
the Facility. Appropriate lighting will be provided and maintained,at a minimum,for the
main entrance sign. The main entrance sign will be a two sided high density urethane
fabrication measuring 72"x 36". The designation"SOCCER.COM"will be the
prominent feature. The sign will also identify Orange County Department of
Environment,Agriculture,Parks and Recreation and will include the Orange County
Department logo and/or the Orange County logo as well as the SOCCER.COM logo. The
design of artwork for this sign will be communicated to Sports Endeavors for their
approval prior to construction.
3.2.2.Orange County shall continue to 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 sips that contain the Facility
Name.
3.2.3. 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.
3.3. Admission,Parking Passes.
3.3.1. Orange County shall provide Sports Endeavors with ten(10)tickets and 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 employees,vendors, clients,etc.
3.3.2.in 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 parking passes,but"reasonable efforts"shall not
include having to purchase said passes.
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3.4. Use of Facility.
3.4.1. Sports Endeavors shall have the right, subject to the provisions of this Section,to utilize
the Facility for company events. Sports Endeavors 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 shall reimburse Orange County for any related fees or costs typically
charged or 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 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 Thirty Five Thousand and No/l 00 Dollars($
35,000.00). This amount shall also be paid by Sports Endeavors during the month of July in each of
the following four years. In addition,Sports Endeavors shall,pay Orange County up to$30,000 and
No/100 Dollars($30,000)per year for five years within 30 days from receipt of matching funds in
each such year, as a matching contribution to the amount that Orange County is able to raise in each
such year with funds provided by other businesses and/or donors to the Facility.
5. INTELLECTUAL PROPERTY
5.1. Sports Endeavors grants Orange County the right to use its trademarks,trade names and service
marks,including the Sports Endeavors and SOCCER.COM logos("Sports Endeavors Marks")
solely in connection with the identification of the Facility and use on the Promotional Media.
Prior to use of the Sports Endeavors Marks in the Promotional Media or on signage, Orange
County shall provide Sports Endeavors with examples of proposed uses prepared by or for
Orange County for review and approval. Orange County acknowledges that its use of the Sports
Endeavors Marks shall inure to the sole benefit of Sports Endeavors 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 Orarigd County from time to time
concerning use of Sports Endeavors Marks. Sports Endeavors 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 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 and Orange County related to the Facility.
5.3. Orange County grants Sports Endeavors the right to use the Orange County sea] (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 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 agrees to comply
with Orange County's guidelines as may be provided to Sports Endeavors 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 may be illegal,misleading or inappropriate.
5.4. Each party shall provide a single point of contact for any approvals required under the
Agreement("Approval Coordinator"), as named below:
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For the County: Clarence G. Grier,Assistant County Manager and CFO
Orange County Manager's Office
P.O. Box 8181
Hillsborough,NC 27278
For Sports Endeavors: Mike Moylan,President
Sports Endeavors, Incorporated
431 US Highway 70A East
Hillsborough,NC 27278
Either party may change their Approval Coordinators upon written notice to the other party in
accordance with this Agreement.
6. MAINTENANCE OF FACILITY,NON-DISCRE%HNATION.
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 be discriminatory on the
basis of race,ethnicity,color,creed,religion,national origin, gender,disability,age,veteran status
or familial status.
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 maintained 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 North Carolina law. Employers'
liability(Coverage B)with limits of not less that$100,000 per accident.
7.1.2. Comprehensive General Liability Insurance with limits of at least$2,000,000 for each
occurrence and combined single limit.
7.1.3.Excess Liability Coverage with limits not less than$4,000,000 per occurrence with a
Combined Aggregate Limit of$4,000,000. sA
7.1.4.Commercial Property Insurance on the Facility with a limit of no less than $3,500,000.
7.2. 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 and shall name Sports Endeavors as an
additional insured.
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 risk and danger and releases SOCCER.COM, its
sponsors, and host organizations and all agents thereof from any and all liabilities
resulting from your attendance at this event. You agree to abide by all rules and
regulations established for SOCCER.COM, 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 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.
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8. INDEMNITY.
8.1. To the extent permitted by law and up to the amount of its insurance coverage,Orange County
agrees to indemnify, defend and hold harmless Sports Endeavors, 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)any use of the Facility or activity conducted thereon, (ii)
the negligent or reckless acts or omissions of Orange County, its employees,agents, or
representatives, or(iii)Orange County's breach of this Agreement.
8.2. To the extent permitted by law and up to the amount of its insurance coverage, Sports
Endeavors 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 Sports Endeavors Marks or(ii) Sports
Endeavors' 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
by way 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 copy rights.
14.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: Clarence G. Grier,Assistant County Manager and CFO
Orange County Manager's Office
P.O. Box 8181
Hillsborough,NC 27278
For Sports Endeavors: Mike Moylan,President
Sports Endeavors,Incorporated
431 US Highway 70A East
Hillsborough,NC 27278
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11.WAIVER. The failure of Sports Endeavors 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 any time demand strict
and complete performance by the other of said terms, covenants and conditions.
12.ASSIGNMENT. Neither Orange County nor Sports Endeavors shall have any right to assign or
transfer any of its rights or obligations hereunder without the express written consent of the other
party, except Sports Endeavors may assign any right or delegate any obligation hereunder to a
wholly-owned subsidiary or to any party to whom Sports Endeavors sells substantially all of its
assets. 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. SIGNIFICANCE 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 nor failure to act caused
by a Force Majeure Event. A Force Majeure Event means an 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,and any
failure or delay in the performance of the respective obligations of the parties 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 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
Facility,whether oral or written,and such prior agreements shall thereupon be null and void without
further legal effect. Any terms inconsistent with or additional to the terms and conditions set forth in
this Agreement which may be included with a purchase order,acknowledgement, invoice or the like,
of either party shall not be binding on the other party hereto. This Agreement may be executed in
two(2)or more counterparts,each of which will be considered an original,but all of which will
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constitute one and the same Agreement. The parties agree that faxed signature copies shall be
legally binding.
19. GOVERNING LAWS. This Agreement shall be governed by and 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 BENFICL4,]MS. 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.
ndea rs,Incorporated ounty
61 ent
Barry h 'r,B d of Commissioners
Attest: Atte
C�e
Title Donna Baker, lerk to the Board
This instrument has b proved as to technical content.
P.David Stancil,Director,Department of Environment,
Agriculture,Parks and Recreation
This instrument has been pre-audited in the manner required
by the Local Gove,e Bud et and Fiscal Control Act.
Clarence G.Grier,Assistant County Manager and CFO
This instrument has been approved as to form and legal
sufficiency
JA,Ro erts,County Attorney
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