HomeMy WebLinkAbout2014-449 DEAPR - Orange Tennis Club for Tennis Lease Agreement $1,500 D�PR
North Carolina
Orange County
LICENSE AGREEMENT
This License Agreement ("Agreement") is made effective as of the 15'h day of August
2014 by and between the Orange Tennis Club Inc. a North Carolina non-profit corporation
having an address of 131 Boone Square Street, Hillsborough,NC 27278 ("OTC") and ORANGE
COUNTY, NORTH CAROLINA, a body politic and corporate, a political subdivision of the
State of North Carolina, having an address of P.O. Box 8181, Hillsborough,North Carolina
27278 (the "County").
WITNESSETH:
WHEREAS, in 2010, OTC was incorporated in the State of North Carolina as an
independent non-profit corporation by the filing of Articles of Incorporation with the North
Carolina Secretary of State; and
WHEREAS, OTC is prepared for and desires to continue the administrative duties and
operational responsibilities for the OTC as outlined in its charter; and
WHEREAS, the County acknowledges the community benefit attained by having OTC to
continue to provide administrative duties and operational responsibilities for OTC tennis
programs in the county; and
WHEREAS, OTC desires a license for the use of County tennis court facilities for OTC
Tennis programs subject to the terms of this Agreement; and
WHEREAS, the County is supportive of OTC's usage of County tennis court facilities
for OTC Tennis programs at Fairview Park, subject to the terms of this Agreement; and
WHEREAS, Fairview Park is located at 195 Torain Street, Hillsborough,NC 27278:
NOW, THEREFORE, for good and valuable consideration, and subject to the terms and
conditions hereinafter set forth, the County does hereby license unto OTC and OTC does hereby
accept as a provider of tennis programming for the county the use of the County tennis facilities
as described more fully herein.
SECTION ONE
GRANT OF LICENSE: DESCRIPTION OF PREMISES AND HOURS OF OPERATION
County hereby grants to OTC a license for usage of the County-owned tennis courts at Fairview
Park as identified heretofore.
FAIRVIEW PARK:
OTC shall be licensed hereby to use two (2) of the tennis courts at Fairview Park, as follows:
(A) Every Saturday throughout the term of this Agreement, between the 15th of
August and the 30th of June during the hours of 9:00 AM - 1:30 PM,
(B) Every Monday, Tuesday, Wednesday, and Thursday throughout the term of this
Agreement between the 15th of August and the 30th of June during the hours of
6:00 PM - 9:00 PM.
(C) Additional days and times throughout the calendar year to serve such specialty
clinics, tournaments, practices, private lessons or rain make-ups conducted by
OTC on a"first come, first serve" basis. Under this provision the OTC shall be
responsible for obtaining additional reservation permits and making payment in
full with the pre-approval by the Director of the Orange County Department of
Environment, Agriculture, Parks and Recreation, or his/her designee.
(D) Any exception to this schedule by the County shall be conveyed at least 60 days
in advance to OTC and an alternate date, if available will be confirmed prior to
change in schedule. OTC will commit to providing a schedule of planned hours
and days of actual usage as soon as schedules are finalized, but in no case less
than five (5) working days in advance as defined in subsections A and B above;
(E) In the event of a public emergency situation in which Fairview Park is needed for
County use during a time scheduled for OTC Fairview Tennis Court use, the
County may temporarily suspend the terms of this Agreement without penalty to
County or OTC or such suspension being deemed a breach of this Agreement.
(F) County hereby agrees not to schedule other events as noted in sections (A-B) on
the Fairview Park Tennis Courts during the times and dates set forth in sections
(A-E) above. However, as a public park, the park shall remain open for other use
by residents during operating hours. This Agreement does not connote exclusive
rights for park usage beyond the facilities specified herein. At all times one (1)
tennis court must remain open for unstructured tennis play for the community.
Due to limited parking at the site, OTC shall encourage car-pooling. County
further agrees to provide OTC with access to restrooms and water fountains at the
Park during the times and days listed above, excluding any special events that
may be scheduled November 1"through March 1 S` when Fairview Park restrooms
are winterized.
(G) The OTC shall conduct at least three (3) free tennis clinics, to be held during the
months of August, September, April, May, and June, advertised throughout
Fairview Park and designed to serve members of the Fairview Community.
SECTION TWO
LIMITATION TO DESCRIBED PURPOSE
OTC shall utilize the Fairview Park tennis courts for the limited purpose of operating
tennis club play in Orange County. Any other use of the Fairview Park Tennis Courts must
comply with all applicable federal, state and local laws and must be approved in writing by the
County at least sixty (60) days prior to the intended use. Any such other use shall constitute an
expansion subject to the terms set out in this Section.
The County agrees to allow placement of one storage container owned by OTC at
Fairview Park, at a location designated by the County. The container and the contents of the
container will be the property of OTC and removed at the time this agreement is no longer valid.
Orange County agrees to allow OTC to sell OTC memberships, at OTC scheduled events
held at Fairview Park, at its discretion. OTC will be required to obtain a vending permit ($15.00
per date) from Orange County for each day/date/location where concessions will be sold, with
vending fees from such concessions to help offset costs of court maintenance, increased
materials, increased equipment use, breakage, and other costs that the County will or may incur
as part of this Agreement unless other uses for said vending fees are developed.
SECTION THREE
INSTALLMENT PAYMENTS
OTC shall pay County for this license at the rate of$1,500.00 annually for the use of the
two (2) Fairview Park tennis courts, as outlined herein and through the term of this agreement.
The $1,500.00 fee is payable in four installment payments that shall be September 1, 2014,
December 1, 2014, March 1, 2015, and June 1, 2015. The County shall submit to OTC an
invoice for the fee to be levied 30 days prior to each installment date. OTC shall make payment
by each installment date. Should full payment not be received prior to the first scheduled use of
any tennis court, the County may restrict access to all tennis courts until such payment is made
and/or terminate the Agreement.
SECTION FOUR
TERM & TERMINATION
This Agreement shall be valid for an initial period of one (1) year, beginning August 15,
2014. This term is renewable by County and OTC upon mutual assent for an additional one (1)
year term. County agrees to begin the process of renegotiation or renewal of the term ninety (90)
days prior to the termination date of this Agreement, such that OTC may know the intention of
renewal by July 1St for scheduling and planning purposes. OTC shall provide the County with
ninety days (90) prior written notice of its intention to renew the agreement.
Either party may terminate this Agreement at any time, without regard to payment due
dates, by giving written notice to the other specifying the date of termination. County and OTC
shall provide the other party a minimum of sixty (60) days prior written notice of its intent to
terminate this Agreement, except during periods for which OTC already has scheduled and paid
for activity, in which case the period of notice shall be the conclusion of the contracted season
(June 30, 2015).
SECTION FIVE
OTC CONTACT
OTC hereby provides County with the contact information of three (3) individuals as
responsible officers with OTC whom the County may contact during the hours in which OTC is
using the County Fairview tennis courts to address any and all immediate issues that may arise in
regard to this Agreement. Notice by electronic mail shall be sufficient for purposes of this
Agreement. Any notice required by this Agreement may be made by delivering said notice to
both individuals listed below at either the physical or post office address provided or at the
electronic mail address provided. Notice shall not be deemed to be delivered unless receipt is
acknowledged by responsible parties. OTC and County shall provide each other with an
"emergency" contact phone number.
Contact Persons:
John Hughes
OTC Past President
jhughes27278 @gmail.com
Mike Gasperino
OTC President
mjgasperino@icloud.com
Angela Baxley
OTC Treasurer
abaxley84 @yahoo.com
SECTION SIX
CONDITION OF FAIRVIEW TENNIS COURTS & COMPENSATION FOR DAMAGE
OTC shall clear the utilized tennis courts of all trash and debris at the end of each day
into a designated solid waste container at Fairview Park, supplied by the County.
OTC agrees that it shall provide three (1) replacement tennis nets ninety days (90) prior
to the end of this agreement.
The County agrees to maintain the grounds including restrooms and perimeter fencing
ensuring a safe environment.
OTC shall at all times exercise due diligence in the protection of County property against
damage. Any property of the County that is damaged by direct use during scheduled use of the
property shall be repaired or replaced by OTC.
SECTION SEVEN
INSURANCE & GENERAL RELEASE
OTC shall obtain, at its sole expense, general liability insurance insuring against any and
all losses at the Fairview Park Tennis Courts as described herein during OTC's use thereof. This
policy shall provide coverage in the amount of no less than one million dollars ($1,000,000).
Insurance policies shall be (1) endorsed to show Orange County as additional insured, as their
interests may appear and (2) a copy provided to the County by OTC.
OTC shall obtain from each of the participants or their legal guardians, a signed general
release of liability form discharging the County from any liability for personal injury or property
damage sustained during participation in the OTC programs.
SECTION EIGHT
RELATIONSHIP OF PARTIES
It is expressly agreed and understood that this License Agreement shall not operate or be
construed to create the relationship of landlord and tenant between County and OTC whatsoever.
SECTION NINE
INDEMNIFICATION
OTC agrees to defend, indemnify, and hold harmless the County, for all loss, liability,
claims or expense (including reasonable attorney's fees) arising from bodily injury, including
death or property damage, to any person or persons caused in whole or in part by the negligence
or misconduct of OTC, during OTC licensed use, except to the extent same are caused by the
negligence or willful misconduct of the County.
It is the intent of this section to require OTC to indemnify the County to the extent
permitted under North Carolina law.
SECTION TEN
MISCELLANEOUS
It is agreed that this Agreement shall be governed by, construed, and enforced in
accordance with the laws of the State of North Carolina.
OTC shall not issue sublicenses for the use of the Fairview Park Tennis Courts described
herein. Any sublicense shall be void and any attempt to issue a sublicense shall constitute breach
of this Agreement.
An OTC representative shall meet during the term of this Agreement with the County
Manager or County Manager's designee to review this Agreement, discuss the Parties'
compliance therewith, review proposed special OTC events as described in Section One (C), and
discuss suggested modifications thereto. Any cases of sustained court damage from possible
overuse will also be evaluated at this meeting.
The failure of the County to require compliance by the OTC with any provisions of this
Agreement or the waiver by the County of any breach of this agreement shall not constitute a
waiver of any claim for damages by the County for any breach of this Agreement or a waiver of
any other required compliance with the terms of this Agreement.
Any modification of this Agreement or additional obligation assumed by either party in
connection with this Agreement shall be binding only if evidenced in writing signed by each
party or an authorized representative of each party.
By signing below, the representative of OTC warrants that he/she is authorized to execute
this Agreement on behalf of OTC, and that he/she has obtained all authorizations, approvals, and
resolutions from OTC that are necessary in order to duly bind OTC to this Agreement.
SIGNATURE PAGE TO FOLLOW
In witness whereof, each party to this agreement has caused it to be executed on the date first
written above.
ORANGE TENNIS CLUB, INC.
By: Q
Name:
Title:
ORANGE COUNTY, NORTH CAROLINA
By:
Bonnie Hammersley, CouVQ Manager
Approved as to technic content:
David Stancil, Department Director
This instrument has been pre-audited in the manner required by the Local Government Budget
and Fiscal Control Ac/t:
Approved as to form and legal sufficiency:
Of?/" of the County Attorney
Aug 19 2014 4: 16PM Knight Insurance 9192451010 page 2
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R CERTIFICATE OF LIABILITY INSURANCE 8/08/o 4
THIS CERTIFICATE 19 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE DOSS NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW, THIS CERTIFICATE OF INSURANCE DOES.NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: if the certificate holder is an ADDITIONAL INSURED,the poticy(les)must be endorsed, It SUBROGATION IS WAIVED,subject to
the terms and conditions of the policy,certain polities may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in Ileu of such endorsement(s).
PRODUCER A Glands Knight
KNIGHT INSURANCE 91S)24S 4{320 {918245-t010
110 BOONE SQUARE ST, STE 18 1*);
knlghtinsurance@rateigh.twobc.com
HILLSBOROUGH NC 27278 INSURERe AFFOROINOCOVERAGE NAICS
IN$VKKRA:NAUTILUS INSURANCE COMPANY 765712
INSURED INSURER 9
ORANGE; TENNIS CLUB
C/O ANGELA BAXLEY INSURERO;
3500 COTTON RUN ROAD INSURERD _
EFLANb NC 27243 INSURERS:
IfISURERF.,
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER;
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWTHSTANDINO ANY REQUIREMENT,TERM OR CO,WITION OF APIY CONTRACT OR OTHER DOCUMENT VATH RESPECT TO WHICH.THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLIC 96 DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY NAVE BEEN REDUCED BY PAID CLAIMS. _
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CERTIFICATE HOLDER CANCELLATION
SHOULDANYOF TH9 ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION OATe THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS,
Orange County AuTNORreao It EPR><SCNTAnvE
PO Box 8181
Hillsboro h,NC 27278
Q 110118-2010 ACORD CORPORATION. All rights reserved.
ACORD 26(2010106) The ACORD name and logo are registered marks of ACORD