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HomeMy WebLinkAbout2018-343 DEAPR - Orange Tennis Club leaseNorth Carolina Orange County LICENSE AGREEMENT This License Agreement ( "Agreement ") is made effective as of the 1" day of August 2018 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 "). WITNES SETH: 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 Saturdajy throughout the term of this Agreement, between the 1St of July 2018 and the 30" of June 2019 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 1St of July 2018 and the 30 th of June 2019 during the hours of 4:3 0 PM — 8:3 0 PM. (C) Three (3) courts Monday, Tuesday, Wednesday, Thursday, and Friday during the months of June, July, and August for tennis camps during the hours of 8:00 AM — 1:00 PM. (D) 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. (E) 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, B, and C above; 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 -C) 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 1 st 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 $2,000 annually for the use of the Fairview Park tennis courts, as outlined herein and through the term of this agreement. The $2,000.00 fee is payable in four installment payments that shall be September 1, 2018, December 1, 2018, March 1, 2019, and June 1, 2019. 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 1, 2018. 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, 2019). 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: Trevor Wilkerson OTC President trevoralan @me.com John Hughes Board Member Jhughes272 7 8 @gmail. 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: Name: Title:r��re�,� ✓c'�,,, 1�r,:� 7 ORANGE COUNTY, NORTH CAROLINA By: Bonnie Hammersley, County Manager Approved as to technical conte 't: (��k *V David Stancil, Department Director This insron en as �en pre- audited in the manner required by the Local Government Budget and 1A Financial SNkYMs Director Approved as o fo n egal sufficiency: Office he County Attorney .ACCORD® CERTIFICATE OF LIABILITY INSURANCE /Y DATE (MWDDYYY) 07/10/2018 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(ies) must have ADDITIONAL INSURED provisions or 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 Hanover Excess & Surplus, Inc. CONTACT NAME: PO Box 12450 PHC No Ext : A� No): E -MAIL ADDRESS: CPS2898875 INSURE NS) AFFORDING COVERAGE NAIC # WILMINGTON, NC 28405 INSURERA : SCOTTSDALE INSURANCE COMPANY 41297 DAMAGE TO REN—TE-D- PREMISES Ea occurrence) INSURED ORANGE TENNIS CLUB INSURERB: MED EXP (Any one person) INSURER C : INSURER D: 3500 COTTON RUN RD INSURER E : AGGREGATE LIMIT APPLIES PER: POLICY PRO L] LOC JECT OTHER: GENERAL AGGREGATE EFLAND, NC 27243 INSURER F: $ 2,000,000 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 OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER MM/DDY/YYYY MM/DD"YY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE E OCCUR CPS2898875 09/14/2017 09/14/2018 EACH OCCURRENCE $ 1,000,000 DAMAGE TO REN—TE-D- PREMISES Ea occurrence) S 100,000 GEN'L MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 AGGREGATE LIMIT APPLIES PER: POLICY PRO L] LOC JECT OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP /OP AGG $ 2,000,000 $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) S BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ - WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR/PARTNER/EXECUTIVE " OFFICER/MEMBER EXCLUDED? I I (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A STATUTE ERH E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ Deductible: $ DESCRIPTION OF OPERATIONS / LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) CERTIFICATE HOLDER CANCELLATION Orange County Government P 0 Box 8181 Hillsborough, NC 27278 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988 -2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD POLICY NUMBER:CPS2549904 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL. INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): ORANGE COUNTY GOVERNMENT PO BOX 8181 HILLSBOROUGH, NC 27278 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section 11 - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing opera- tions; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional in- sured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the in- surance afforded to such additional Insured will not be broader than that which you are re- quired by the contract or agreement to provide for such additional insured. B. Wth respect to the insurance afforded-to these additional insureds, the following is added to Sec- tion III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insur- ance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 04 13 Copyright, Insurance Services Office, Inc., 2012 Page 1 of 1