HomeMy WebLinkAbout2019-076-E Tax Admin - Carolina Club regional tax meeting DocuSign Envelope ID:35D3031E-3109-4B3B-B7AD-8A771981BC2A
PRIVATE EVENT AGREEMENT
FUNCTION: Eastern Piedmont Tax Association
DATES OF FUNCTION: 3/28/2019
EVENT SPACE: Alumni Hall 1
March 28,2019 TIME IN: 5:00pm—TIME OUT: 8:30pm
ROOM FEE: Waived
TOTAL ESTIMATED COST: $2,980.11
*The above estimate is for AV,F&B,Parking and Services*
ESTIMATED ATTENDEES: 80
FOOD AND BEVERAGE MINIMUM: $2,000.00
MEMBER/CLIENT:Dwane Brinson
CLIENT REP PHONE: 919-353-2315
EMAIL: dbrinson@orangecountync.gov
This Agreement is not binding upon the Club unless it is signed by both parties by litom IN 19, 2019
This Private Event Agreement (this "Agreement") is between The Carolina Club ("Club"), located at George Watts
Hill Alumni Center on Stadium Drive at Ridge Rd.,Chapel Hill,NC 27514.The UNC System(Member/Client).
Member/Client has requested that Club reserve a portion of Club's facilities for each date of a regularly scheduled
function (the "Function"). Member/Client has selected the arrangement summarized above, which will be more
specifically described on Exhibit"A" to be attached hereto (the "Function Sheet"). A separate Function Sheet will
be attached for each Function. Member/Client understands and agrees that the following are express terms and
conditions applicable to each Function:
1. Payment.
1st Deposit-$500.00 due on or before February 8,2019
Final guarantee due on March 14,2019—Invoice sent for payment
Final Payment due to The Carolina Club on March 21,2019
*Amount due on March 21,2019—TBD—Based on final guarantee
*If there is a balance due remaining after event,the client will be invoiced for payment. Payment
must be received within 2 weeks of receiving invoice to avoid any late fees/interest.
2. Cancellation Policy. In the event Member/Client cancels the Function for any reason, Club will be
entitled to a cancellation fee as liquidated damages (plus service charges and applicable taxes) at the time of
cancellation as follows:
More than 121 days prior to the Function - 40%of the Estimated Cost
120 days to 90 days prior to the Function - 50%of the Estimated Cost
89 days to 45 days prior to the Function - 75%of the Estimated Cost
Less than 45 days prior to the Function - 90%of the Estimated Cost
Given the Club's capacity to prepare and serve food and beverages,the parties acknowledge that it is highly unlikely
that the Club would be able to mitigate any losses caused by cancellation of the Function. The parties agree that
prospectively calculating the damages that Club would suffer as a result of the cancellation of the Function would be
exceptionally difficult or impossible. For this reason, the parties have agreed that the calculations set forth above
are a reasonable forecast of just compensation in the event of the cancellation of the Function. The amounts due for
cancellation set forth herein are intended as liquidated damages and not as a penalty. The "Estimated Cost" equals
the price per person multiplied by the estimated attendees.
3. Guest Guarantee. No later than seven (7) days prior to the Function, Member/Client will confirm
the number of guests attending the Function. In the event Club is not notified of the guest confirmation at least
seven (7) days in advance, Club will use the estimated number of attendees set forth above as the guaranteed
number. Club reserves the right to adjust or substitute the space allocated to the Function to appropriately
accommodate the number of confirmed guests. If there is a food and beverage minimum set forth above, the
Member/Client will be charged the food and beverage minimum or the actual food and beverage charges,whichever
is greater. Subject to any food and beverage minimum set forth above, the Member/Client will be charged for the
guaranteed number or the actual number of attendees,whichever is greater.
DocuSign Envelope ID:35D3031E-3109-4B3B-B7AD-8A771981BC2A
4. Service Charge/Taxes/Function Sheet Pricing. The prices listed on the Function Sheet, when
attached hereto,are subject to proportionate increases to meet increased cost of supplies for Functions reserved more
than 120 days in advance,but any such increase shall not exceed 10%. Prices can be set 90 days in advance of the
Function. The Club's usual service charge of 20%and applicable taxes will be added to all amounts due under this
Agreement, including without limitation cancellation fees as liquidated damages. Once the Function Sheet has been
finalized,it shall be signed and attached hereto no later than seven(7)days prior to the Function.
5. Member/Client and Guest Conduct/Contractors. Member/Client is responsible for conduct of
Member/Client's guests, attendees, and permitted contractors and will promptly pay for all damages incurred by the
Club due to their actions or omissions. No food or beverage of any kind can be brought into or removed from the
Club by Member/Client or Member/Client's guests or attendees. Member/Clients that wish to use a third party
contractor(s)to provide a specific service,not available through the Club,agree to use a contractor(s)that meets the
insurance requirements established by the Club. The Club reserves the right to approve all contractors, such
approval not to be unreasonably withheld, and all contractors must provide appropriate proof of adequate insurance.
Member/Client's contract with its contractors will all specify that such contractor and the Member/Client will
indemnify and hold the Club and its affiliates harmless from any and all damages or liabilities which may arise by
such contractor or through its use only in the manner and to the extent permitted under North Carolina law and
without waiver of its sovereign immunity. Damage to the Club premises by the Member/Client or contractors hired
by Member/Client will be the Member/Client's sole responsibility. The Function is subject to the rules and
regulations and Membership Bylaws of the Club.
6. Securi . Club is not responsible for security or any damage to or the loss of any personal property
or articles brought into the Club, or for any item left unattended, or for loss or damage which occurs in Club's
parking areas. Member/Client will accept full responsibility for any damages resulting from any action or omission
of their individual attendees in conjunction with organized group activities. The Club is not responsible for any loss
or damage no matter how caused, to any samples, displays, properties, or personal effects brought into the Club,
and/or for the loss of equipment,exhibits,or other materials left in meeting rooms.
7. Alcohol Consumption. Member/Client covenants to be responsible for the consumption of
alcoholic beverages by Member/Client's guests and attendees at the Function. Club does not serve alcoholic
beverages to minors as required by state law,and Member/Client assumes the duty to ensure observance of this state
statute. In the event Member/Client has reason to believe a guest or attendee has become impaired to the extent they
should not drive, Member/Client will prevent the person from leaving the Function without assistance.
Member/Client acknowledges Club may refuse service to any guest or attendee or, at its discretion, discontinue
service to all guests and attendees. Any such discontinuation of service shall not relieve Member/Client of any
obligations or any amounts owed pursuant to this Agreement.
8. Americans with Disabilities Act. Both the Member/Client and the Club shall be responsible for
compliance with the public accommodation requirements of the Americans with Disabilities Act ("ADA"). The
Club agrees that it will comply with Title III of the ADA and the regulations promulgated thereunder.
Member/Client will provide the Club with any specific requests in order to accommodate persons with disabilities in
advance of the Function.
9. Payments. To the extent permitted by law, Member/Client shall remain liable for all amounts
owed to Club and shall have no right to obtain a refund of any deposits paid to the Club,unless "Club breaches the
terms of this Agreement. Interest will accrue on any unpaid balance or deposit paid late at the lesser of(i)the rate of
1.5%per month(18%per annum)or(ii)the highest rate permitted under applicable law. Additionally, to the extent
permitted by law, should the Club, in its sole discretion, deem collection action necessary, whether prior to, during,
or subsequent to litigation,the entire cost of collection,shall be paid by Member/Client.
10. Limitation of Liability. To the extent permitted by law, in no event will the Club be liable for
consequential, incidental, or punitive damages of any nature for any reason, including without limitation lost profits
or goodwill,even if Club has been advised of their possible existence. Furthermore,in the event the Club shall have
any liability to Member/Client (whether under this Agreement or otherwise), the amount of such liability shall not
exceed twice the amount paid to Club pursuant to this Agreement.
11. Miscellaneous. In case any one or more of the provisions contained in this Agreement shall for
any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provision, and this Agreement shall be construed as if such invalid, illegal, or
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DocuSign Envelope ID:35D3031E-3109-4B3B-B7AD-8A771981BC2A
unenforceable provision had never been contained herein. Neither Club nor Member/Client shall be required to
perform any term,condition, or covenant in this Agreement so long as such performance is delayed or prevented by
force majeure, which shall mean acts of God, war, terrorist act, strikes, lockouts, material or labor restrictions, or
prohibitions by any governmental authority. If, for any reason,the space reserved hereunder is not available for the
Function, the Club may substitute other comparable space and the Member/Client agrees to accept such
substitutions. This Agreement and attachments embody the entire agreement and understanding of the parties
relating to the subject matter hereof,is non-assignable,may not be amended except in writing signed by both parties,
and supersedes any prior representations, agreements, and understandings, oral or written, if any, relating to such
subject matter. Text messages, instant messages, messages on social media sites, and similar messages are not"in
writing" for purposes of this Agreement. This Agreement shall be deemed drafted by all parties and shall be
interpreted in accordance with the plain meaning of its terms and not strictly for or against any of the parties hereto.
This Agreement may be executed by facsimile or other electronic means, and each facsimile or other electronic
signature shall be deemed to constitute a valid and binding signature of the executing party.
12. Governing Law and Place for Suit. This Agreement will be deemed to be a contract under the
laws of the State in which Club is located and for all purposes will be governed by and construed in accordance with
such laws. Member/Client irrevocably agrees that any legal action or proceeding brought by or against Club with
respect to this Agreement will be brought in the courts of the State in which Club is located or in the U.S. District
Court for that State. Member/Client consents to the jurisdiction of such courts and that the venue for any such
action will be the county in which Club is located. TO THE FULLEST EXTENT PERMITTED BY LAW,
EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY
RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF,BASED
UPON,OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF.
The undersigned has read and agrees to the terms and conditions stated above, certifies that he or she is an
authorized representative of Member/Client and has the authority to bind Member/Client to this Agreement, and
acknowledges receipt of a copy of this Agreement.
Member/Client: Club:
Dwane Brinson JJ oppegard
Printed Name
DocuSigned by: DocuSigned by:
_VWM)_ byiyus0yu By: i; O —d
M2 BMBF... ' WZd6lAn S4Director or General Manager
Dwane Brinson
Address
228 s. Churton St, Hillsborough, NC 27278
Address
Date:
2/13/2019 Date: 2/13/2019
4/11 3
DocuSign Envelope ID:35D3031E-3109-4B3B-B7AD-8A771981BC2A
ADDITIONAL TERMS AND CONDITIONS
These Ac�d}PoTal germs and Conditions are an Addendum to the Private Event Agreement
entered into on / , 2019("Effective Date")by and between Carolina Club("Club") and
Orange County, a local political subdivision of the State of North Carolina("County")with its principal
place of business at 200 S. Cameron Street,Hillsborough,North Carolina 27278.
1. Compliance with Laws: Club shall at all times remain in compliance with all applicable local,
state, and federal laws,rules, and regulations including but not limited to all state and federal
anti-discrimination laws,policies,rules, and regulations and the Orange County Non-
Discrimination Policy and Orange County Living Wage Policy(each policy is incorporated
herein by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing_division/contracts.php).Any violation
of this requirement is a breach of the Agreement and County may terminate this Agreement
without further obligation on the part of the County. This paragraph is not intended to limit, and
does not limit,the definition of breach to discrimination. By executing this Agreement, Club
affirms that Club is and shall remain in compliance with Article 2 of Chapter 64 of the North
Carolina General Statutes. By executing this Agreement, Club certifies that Club has not been
identified, and has not utilized the services of any agent or subcontractor, on the list created by
the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies
that Provider has not been identified, and has not utilized the services of any agent or
subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81.
2. Non Appropriation: Club acknowledges that County is a governmental entity, and the validity of
this Agreement is based upon the availability of public funding under the authority of its statutory
mandate. In the event that public funds are unavailable and not appropriated for the performance
of County's obligations under this Agreement,then this Agreement shall automatically expire
without penalty to the County immediately upon written notice to Club of the unavailability and
non-appropriation of public funds.
3. Signatures: This Agreement together with any amendments or modifications may be executed
electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply
with Article I IA and Article 40 of the North Carolina General Statutes Chapter 66.
Except for the additions and changes made herein,the Private Event Agreement shall remain in full
force and effect to the extent it is not inconsistent with this Addendum. In the event there is a conflict
between the Private Event Agreement and this Addendum,this Addendum will control.
ORANGE COUNTY THE CAROLINA CLUB
DocuSigned by: DocuSigned by:
tjVIn,Sbn VWAn. C" IBy: By:
------.-----4BF... BC46D69AD2954D6...
Name and Title:
Dwane Brinson Tax Adminis�ame ato an Title:r JJ oppegard private Event Director