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Home My WebLink About2016-350 DEAPR - Orange Tennis Club, Inc. - License Agreement North Carolina Orange County LICENSE AGREEMENT This License Agreement ("Agreement") is made effective as of the I't day of July 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 the usage of tennis courts at Fairview Park, as follows: (A) Three (3) courts every Saturdahy throughout the term of this Agreement, between the 1st of July 2016 and the 30t of June 2017 during the hours of 9:00 AM - 1:30 PM, (B) Two (2) courts every Monday, Tuesday, Wednesday, and Thursday throughout the term of this Agreement between the l st of July 2016 and the 30th of June 2017 during the hours of 4:30 PM— 8:30 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. 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 1st through March 1st 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 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, 2016, December 1, 2016, March 1, 2017, and June 1, 2017. 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 July 1, 2016. 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 1" 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, 2017). 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: l,i Name: Title: ORANGE COUNTY, NORTH CAROLINA By: Bonnie mmersle ounty Manager Approved as to to ical content: David Stancil, Department Director This irptrument hap been pre-audited in the manner required by the Local Government Budget and F cal ntrol Act: Finan i I Services Director Approved as t and legal sufficiency: O ce of the County Attorney 06/30/2016 10:28AM FAX 9192,451010 Knight Insurance la0001/0001 (reatea On: I nurmay, June Wth, 2016 at 10:23AM CCIIRV CERTIFICATE OF LIABILITY INSURANCE DA'��"�°D"""'' ' �--�-� 06/30/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES 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(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ME; KNIGHT INSURANCE KNIGHT INSURANCE PHONE r� 110 BOONE SQUARE ST,STE 7 MA 14 Extl:71 -245-1 OZQ .Nor 919-245-1010 DDRESS, HILLSSOROUGH,NC 27278 INSURER(S)AFFORDING COVERAGE NAIL If .. _. INSURERa: DTI)-,()S INSURAt�IOF�;OMPANY . INSURED INSURER a INSURERC` ORANGE TENNIS CLUB INSURERD: Coo ANGELA BARLEY 3300 COTTON RUN ROAD INSURER E: EFLAND NO 27243 Iwsue�RF 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. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OP SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LtR TYPE OF INSURANCE A POLICY NUMBER !bD POLICY EXP LIMITS - GENERAL LIABILITY NN599597 09/14 a/15 09/14116 EACH OCCURRENCE 4 a 1,000,040 A X COMMERPAGENERALLIABILITY SES Ea btcurtonctt $ AD- CLAIMS-MADE tnJ OCCUR MED EXP Any one paaon S .. ._ PERSONAL&ADV INJURY $ GENtf?ALAGGREGATE 12MO,OOO GEML AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG S Nmly PRO, LCC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Gtlen1 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEOULEO AUTOS AUTO S BODILY INJURY{Per acGdmt3 S HIRED AUTOS A�(ITpg�ED (For o ide 1DAMAGE S UMBRELLA LIAB _ CfR EACH OCCURRENCE S EXCESS LIAB CLrUMS-MADE AGGREGATE ; OEO RETENTION S $ -- WORKERS COMPENSATION I WC STATU• OTH- AND EMPLOYERS'LIABILITY Y t N LIM ANY PROPRIETCRIPARTNERIEXECUTIVE D NIA A E.L.EACH ACCIDENT '$ OFFICERIMEMBERUXCLUDED? - (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE E 11 yS dawibe under - OESGRIPTION OF OPERATIONS wow E.L DISEASE-POLICY UMIT S DESCRIPTION OE OPERATIONS/LOCATIONS I VENICLe$(AttpOh ACORD 101,Addldona:Rmuke SChedUle,if more apace Is regolrrd) TENNIS CLUB CERTIFICATE HOLDER CANCELLATION ORANGE COUNTY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE PO BOX 8181 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN HILLSBOROUGH, NC 2727$ ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE ®1988-2010 ACORD CORPORATION. All rights reserved, ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD 06/30/2016 10.28AM FAX 9192431010 Knight Insurance 00001/0001 t,reacea on: 1 rlursaay, ,rune 3Uth, 2016 at 10:23AM AC RIY CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDOMYY) iih , OS/30/20'16 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES 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(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the corillftcato holder is an ADDITIONAL INSURED,the policy(Ios)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policios may require an ondorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsemont(s). PRODUCER ; KNIfi,HT INSURANCE KNIGHT INSURANCE PNONND F..t-919-245-1020 —.1w,w):919-245-1010 110 BOONE SQUARE ST,STE 7 MAIL ODRESS! HILLS130ROUGH,NC 27278 , INSURER(S)AFFORDINGCOVERAGE NAICti INSURERA; U.T#1 S S INSItiIAN . COMPANY INSURED INSURER 8. INSURERC: ORANGE TENNIS CLUB INSURERD: CIO ANGELA BAXLEY xiee COMM RUN ROAD INSURER E: EFLAND NC 27243 INSURER F; 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. NOTIMTHSYANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT YO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE DE9N REDUCED BY PAID CLAIMS. LtR TYPE OF INSURANCE AVW6 K POLICY NUMBER MMlOD POLiCYEXP LIMRfi o:NcALLaBLT EACH $1,000-000 A 09/14115 09/ ) X COMMERGIALCENeRALLIABILITY SE5 EstCCxronco $ 0,0 CLAIMS-MADE Fx]OCCUR MED EXP Any ane pemon 6 PERSONAL&ADV INJURY $ GENERAL AGGREGATE T $,2M0,000 GEML AGGREGATE LIMIT APPLIES PER _ PRODUCTS-GGMPlCPAGG $ POLICY PRO LOC S AUTOMOBILE LIABILITY MBIN�tSINGLE LIMI ANY AUTO BODILY INJURY For petann) $ ALL OWNED SCHEDULED BODILY INJURY(Paraccident) S AUTOS N1N40WNED PROPERTY DAMAGE $ HIRED AUTOS ALITOS oddent $ UMBRELLA UAO OCCUR EACH OCCURRENCE $ EXCESS UAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WDRKERscommNSATION WC5TATU. qTH- AND EMPLOYERS'LIApILITY CRY LIM ANY PROPRIETORIPARTNERIEXECUTIVE YIN NIA E.L.EACH ACCIDENT S OFRCERRAEMBER EXCLUDED? {Mandatory in NH) -EL DISEASE-EA EMPLOYEE$ _ If yea,deactibe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTitNI or OPERATIONS I LOCATIONS i VEHICLE$(Attach ACORD 902,Addidaaa:Rwnarlte Setleduia,if more apnea,required) TENNIS CLUB CERTIFICATE HOLDER CANCELLATION ORANGE COUNTY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE �� Q 1311 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, HILLSBOROUGH, NC,27278 AUTHOR¢EO REFRE$eNTATWF 01988-2840 ACORD CORPORATION, All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD