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HomeMy WebLinkAbout2019-755 DEAPR - Orange Tennis Club license agreement North Carolina Orange County LICENSE AGREEMENT This License Agreement ("Agreement") is made effective as of the 1st day of September, 2019 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 Saturday throughout the term of this Agreement, between the 1st of September 2019 and the 31 " of August 2021 during the hours of 9400 AM - 1930 PM, (B ) Two (2 ) courts every Monday , Tuesday, Wednesday, and Thursday throughout the term of this Agreement between the I st of September 2019 and the 31 st of August 2021 during the hours of 4 a 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- 1400PM (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 OTC wi change in schedule . OTC 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- 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 1st through March 1 St 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 . 00 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 of $ 500 . 00 that shall be received by October 1 , January 1 , April 1 , and July 1 . The County shall submit to OTC an invoice for the fee to be levied 7 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 (2 ) year, beginning September 1 , 2019 . 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 September 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 (August 31 ) . 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 Jhughes27278@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 nify, and hold harmless the County, for all loss , liability, claims or OTC agrees to defend , indem 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 illful misconduct of the County . negligence or w 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 : ORANGE COUNTY, NORTH CAROLINA By : Bonnie ammersley County Manager Approved as to technical content : o,,...e David Stancil , Department Director This inst &ehasen pre - audited in the manner required by the Local Government Budget and Fis Fina cial ervices Director Approved as to orm a eg sufficiency : Office ythe Coun Attorney --�- O RANTE N ACCIRC) 5 i CERTIFICATE 4F LIABILITY INSURANCE DATE (MM/g0lYYYY)09124,zo119 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 endorsements . PRODUCER 919471 -8222 CONTACT Wjillam Cole King , Jr. NA Diversified Insurance PHONE g19 _471 .8222 FAX Solutions LLC A/c No , Ext :EwMAI Aic , No P . 0 . Box 15734 ADD Durham , NC 27704- William Cole King , Jr. INSURERS AFFORDING COVERAGE NAIC # INSURER A : SCOTTSDALE INS . CO . 44318 INSURED Orange Tennis Club INSURER 8 : ,. 3324 Alex Drive Hillsborough , NC 27278 INSURER C INSURER D : INSURER E INSURER F : COVERAGES CERTIFICATE MB 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 TYPE OF INSURANCE ADDI. SUBR POLICY NUMBER POLICY EFF POLICY EXPLTR LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 110002000 CLAIMS-MADE ] OCCUR X CpS3253349 09/14/2019 09/14/2020 DAMAGE TO RENTED $ MED EXP (Any oneperson) 51000 PERSONAL & ADV INJURY $ 12000 , 000 2 000 ,000 GEN' L AGGREGATE LIMIT APPLIES PER: GENERAL Z AGGREGATE $ 1OOO ,000 POLICY PPO U LOC PRODUCTS - COMP/OP AGG OTHER : AUTOMOBILE LIABILITY ( Ea accident )COMBINED SINGLE LIMIT $ ANY AUTO BODILY INJURY Perperson ) OWNED SCHEDULED AUTOS ONLY AUUTOSSW p BODILY INJURY Per accident AUTOS ONLY AUTOS ONY PROPERTY AMAGE Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ _ DED RETENTION $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY a ANY PROPRIETOR/PARTNER/EXECUTIVE N / A E. L . EACH ACCIDENT $ OFFICERIMEM%gR EXCLUDED? ( Mandatory In N ) E. L. DISEASE - EA EMPLOYEE If yes, describe under DESCRIPTION F OPERATIONS below E . L . DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101 , Additional Remarks Schedule, may be attached if more space is required) Orange County Government Is added an addjitonal Insured . CERTIFICATE HOLDER CANCELLATION ORANC01 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Orange County Government ACCORDANCE; WITH THE POLICY PROVISIONS . P . O . Box 8181 Hillsborough , NC 27278 AUTHORIZED REPRESENTATIVE William Cole King, Jr. ACORD 25 ( 2016/03 ) © 1988 -2015 ACORD CORPOR TIO . All rights reserved . The ACORD name and logo are registered marks of ACORD