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HomeMy WebLinkAbout2022-069-E-DEAPR-LICENSE AGREEMENT-Orange County grants to OTC a license for usage of the county owned tennis courts at Fairview Park DocuSign Envelope ID:4B5COFEB-153E-4D03-A57C-485D6060CC1E North Carolina Orange County LICENSE AGREEMENT This License Agreement("Agreement") is made effective as of the 1st day of March, 2022 by and between the Orange Tennis Club Inc. a North Carolina non-profit corporation having an address of 3324 Alex Drive, Hillsborough,NC 27278 ("OTC") and ORANGE COUNTY,NORTH CAROLINA, a body politic and corporate, a political subdivision of the state of North Carolina, having and 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 the OTC tennis programs in the county; and WHEREAS, OTC desires a license for the use of County tennis court facilities for the OTC tennis programs subject to the terms of the Agreement; and WHEREAS, the County is supportive of the OTC's usage of the County tennis court facilities for the OTC tennis programs as 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. DocuSign Envelope ID:4B5COFEB-153E-4D03-A57C-485D6060CC1E SECTION ONE GRANT OF LICENSE: DESCRIPTION OF PREMISE 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) Two (2) courts every Saturday throughout the term of this Agreement,between the hours of 9:00 AM— 1:30 PM and two (2) courts every Sunday throughout the term of this agreement,between the hours of 1:00 PM—4:00 PM through the Ist of January and the 3 I st of December. (B) Two (2) courts every Monday, Tuesday, Wednesday, and Thursday throughout the term of this Agreement between the 1'of January and the 31 st of December during the hours of 4:30 PM— 8:30 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 time 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, of 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; (F) 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 the County or OTC or such suspension being deemed a breach of this Agreement. (G) 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 DocuSign Envelope ID:4B5COFEB-153E-4D03-A57C-485D6060CC1E parking at the site, OTC shall encourage car-pooling. County further agrees to provide OTC with access to restrooms at the Park during the times and days listed above, excluding and special events that may be scheduled November 1st through March 1st when Fairview Park restrooms are winterized or any other time when restrooms are closed for any other circumstance determined by the County. (H) The OTC shall conduct 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 locations designated by the County. The container and the contents of the container will be the property of the 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 the County for this license at the rate of$3,000.00 annually for the use of the Fairview Park tennis courts, as outlined herein and through the term of this agreement. The $3,000.000 fee is payable in two installment payments of$1,500.00 that shall be received by January I 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. DocuSign Envelope ID:4B5COFEB-153E-4D03-A57C-485D6060CC1E SECTION FOUR TERM & TERMINATION This Agreement shall be valid for an initial period of three (3) years,beginning January 1, 2022. County agrees to begin the process of renegotiation or renewal of the term ninety (90) days prior to the termination date of this Agreement (December 31, 2024), such that OTC may know the intention of renewal by December 31 for scheduling and planning purposed. 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 of which OTC already has scheduled and paid for activity, in which case the period of notice shall be the conclusion of the contracted season (December 31). SECTION FIVE OTC CONTACT OTC hereby provides County with the contact information of two (2) 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. Any notice required by this Agreement may be made by Delivering said notice to both individuals listed below at wither 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: Dean Zehnder OTC President 919-428-6017 Biddle_zehnder(a),mindspring com Jason Zoladz Director of Tennis 919-357-3467 j asongorangetennisclub.com DocuSign Envelope ID:4B5COFEB-153E-4D03-A57C-485D6060CC1E SECTION SIX CONDITION OF FAIRVIEW TENNIS COURTS & COMPENSATION FOR DAMAGE OTC shall clear the utilized tennis courts of all trash and debris as the end of each day into a designated solid waste container at Fairview Park, supplied by the County. OTC agrees that it shall provide one (1)replacement tennis nets annually 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 interest 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 from 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 IDEMNIFCATION 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. DocuSign Envelope ID:4B5COFEB-153E-4D03-A57C-485D6060CC1E 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 sublicenses 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 modifications 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 the 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 DocuSign Envelope ID:4B5COFEB-153E-4D03-A57C-485D6060CC1E In witness whereof, each party to this agreement has caused it to be executed on the date first written above. ORANGE COUNTY TENNIS CLUB, INC By: Jason Zoladz, Director of Tennis DocuSigned by: z' By: Dean Zehnder. OTC President Er DocuSign�ed�by: t� (//� . t ULjtV 1BDD8E51999243F... ORANGE COUNTY, NORTH CAROLINA By: Bonnie Hammersley, County Manager DocuSigned by: L_ : V_ln.'G (� *mt rsb_t 37994B755E477... By: Approved as to technical content R'signed by: a vi- 5faan.U� av"id'�Vanci;Department Director This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: DocuSigned by: inanciaT ervices Director Approved as to form and legal sufficiency: DocuSigned by: 9e1,�, I��c,rfs 33 `icAe orffle County Attorney DocuSign Envelope ID:4135COFEB-153E-4DO3-A57C-485D606OCC1 E ORANTEN CERTIFICATE 4F LIABILITY INSURANCE DATE /08120Y 0208/202 22 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 919-471-8222 CONTACTA William Cole King,Jr. Diversified Insurance PHONE 919.471-8222 FAX Solutions LLC (A/c,No,Ext): I(Arc,No): P.O. Box 15734 E-MAIL Durham, INC 27704- ADDRESS; Ruth Wingo INSURERIS AFFORDING COVERAGE NAIC# INSURER A:SCOTTSDALE INS. CO. 44318 INSURED Orange Tennis Club INSURER B: 3324 Alex Drive Hillsborough,NC 27278 INSURERC: INSURER D: INSURER E: INSURER F: COVERAPES QERTIFICATE NUMBER: REVISION NUMBE R- 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 SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X I COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,001 CLAIMS-MADE OCCUR X �CPS3253349 09114/2021 09/14/2022 DAMAGE TO RENTED $ MED EXP(An one Person $ S,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY 7, JET f �LOC PRODUCTS-COMP/OP AGG $ 2,000,000 THFIR COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY I (E�accidemti ANY AUTO BODILY INJURY Perperson) I OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY accid HIRED NON-OWNEp PROPERTYQAMAGE AUTOS ONLY AUTOS ONLY Perac n1 � $ $ UMBRELLA LIAB I OCCUR EACH OCCURRENCE EXCESS UAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ WORKERS EMPLO E R I O EMPLOYERS'LIABILITY I R H LIITY Y/N .�7ATSLTI`I_ AND E ANY PRpPRIETOR/PARTNER/EXECUTWE I .L,EACH ACCIDENT OFFICER/MEM ER EXCLUDED? N/A (Mandatory in NH) El E.L.DISEASE-EA EMPLOYEE E If yes,olescribe under N QF OPERATIONS below -P i DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Orange County Government is added an additional insured. CERTIFICATE HOLDER CANCELLATION ORANC01 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange Count Government THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN g Y ACCORDANCE WITH THE POLICY PROVISIONS. P.O.BOX 8181 Hillsborough, NC 27278 AUTHORIZED REPRESENT V Ruth Wingo ACORD 25(2016/03) ©1988- 015 ACORD CORPOPY ION. All rights reserved. The ACORD name and logo are registered marks of ACORD