‘New Hanover County Contract # 24-0439 PARKING LICENSE AGREEMENT ‘THIS PARKING LICENSE AGREEMENT (this “Agreement”) is made and entered into this 22nd day of March, 2024 (the “Effective Date”), by and between New Hanover Golf & Travel, LLC, a North Carolina limited liability company (“Company”), and New Hanover County, a body politic and corporate of the State of North Carolina (“County”). RECITALS A. Company is the owner of that certain property described in that certain deed recorded in Book 5543, Page 382, New Hanover County Registry, which description is incorporated herein by reference (the “Company Property”). B. County is the owner of that certain property described in those certain deeds recorded in Book 3392, Page 655, Book 3698, Page 527, and Book 4737, Page 682, New Hanover County Registry, which descriptions are incorporated herein by reference (the “County Property”). C. County desires additional parking to serve the County Property, and Company is willing to grant County a license for parking on the Company Property upon the terms and conditions hereinafter set forth. ‘NOW, THEREFORE, in consideration of the rmutual rights and privileges granted herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and County hereby agree as follows: AGREEMENTS, 1. Grant of Parking License. For avd during the Term (defined below), Company hereby grants to County a non-exclusive right and license to use the parking lot located on the ‘Company Property (the “License” or “License Area”) for the purpose of vehicular parking on ‘Monday through Friday by the employees, invitees, agents, contractors, tenants and licensees of County. For avoidance of doubt, County shall riot use the License Area for vehicle storage or overnight parking, 2. Term. The initial term (the “Initial Term”) of this Agreement shall commence on the Effective Date and expire at 11:59:59 p.m. (Eastern) on December 18, 2024. Following the Initial Term, the term of this Agreement shall automatically extend for up to four (4) successive renewal terms (cach a “Renewal Term”), in each instance for five (5) years, unless ‘Company gives written notice to County of its election not to renew this Agreement for the next ensuing Renewal Term, delivered to County at least 120 days prior to the expiration of the then- current Initial Term or Renewal Term, as applicable. Unless such written notice is timely given by Company, each Renewal Term shall automatically commence on 12:00:00 a.m, (Easter) on the December 19th that immediately follows the end of the preceding Initial Term or Renewal Term, as applicable, and shall Inst until 11:59:59 p.m, (Eastern) on December 18th of the fifth year following commencement of such Renewal Term. For illustration only, in the event this‘Agreement is extended for a first Renewal Term following the Initial Term, such first Renewal Term would commence at 12:00:00 a.m. (Eastern) on December 19, 2024, and end at 11:59:59 pam, (Eastern) on December 18, 2029, The word “Term” as used in this Agreement means the period commencing on the Effective Date and lasting the shorter of (2) until the end of the Initial ‘Term together with all Renewal Terms, if any, or (b) until this Agreement is sooner terminated in accordance with Section 7 below. 3. Personal License Only. The License is personal to County and shall not inure to any successor or assign of County. 4, County Has No Interest or Estate. County does not have and shell not claim any interest or estate in the License Area or the Company Property, and Company does not convey any interest in the License Area or the Company Property by this Agreement. 5. No Obstruction, Company agrees that it will not block the License Area with any obstruction, except to the extent required in order to comply with applicable law or temporary closures required in order perform construction, maintenance, repair, modification or replacement of the improvements now or hereafter located on the Company Property or within the License Area. 6. Maintenance. Company shall, at its own expense, maintain, clear, repair and replace (or cause to be maintained, repaired, cleared or replaced) the paved surfaces and curbs located in the License Area in a manner equivalent to the community standards applicable from time to time to similarly situated improvements in the City of Wilmington and in accordance with all applicable laws, codes, ordinances and regulations. If the License Area is damaged or destroyed as a result of an act or omission of County, its employees, tenants, invitees, agents, contractors or licensees, in excess of normal wear and tear in connection with the use of the License Area, County shall reimburse Company for the reasonable cost of repairing such damage to the License Area to the same condition which existed immediately prior to any such damage or destruction. 7. Termination, This Agreement may be terminated only as follows: (i) County may terminate this Agreement at any time and for any reason, upon written notice to Company, which termination shall be effective upon receipt of the notice by Company, unfess a later effective date is identified in the notice; (ii) Company may terminate this Agreement at any time and for any reason, upon written notice to County, which termination shall be effective 120 days following receipt of the notice by County, unless a later effective date is identified in the notice; and (ii) any successor in title to the Company Property or successor in interest to the business of Company, whether by merger, combination, asset sale, or transfer of more than 50% of the outstanding ownership interests in and to Company to a third party or third parties (whether through a single transaction or series of related transactions) (each a “Transfer”) may terminate this Agreement at any time and for any reason, upon written notice to County before or after the ‘Transfer, which termination shall be effective the later of (a) 30 days following the Transfer, or (b) 30 days following receipt of the termination notice by County, unless a later effective date is identified in the notice. In the event of any such termination, ali rights and licenses accorded to County hereunder shall be of no further effect; provided however, in no event shall enytermination of this agreement affect any right, claim, or obligation of either party that may have accrued prior to such termination. 8. Any notices to be provided to or by either party pursuant to this Agreement shall be delivered via (i) first-class United States mail, registered or certified, with return-receipt requested and postage prepaid, (ii) FedEx, United Parcel Service, or other private delivery service designated pursuant to Section 7502 of the intemal Revenue Code, with delivery confirmation requested, or (iii) hand delivery, as follows: If to County: County Manager ‘New Hanover County 230 Government Center Drive, Suite 125 ‘Wilmington, North Carolina 28403 If to Company: ‘New Hanover Golf & Travel, LLC Attn: Manager 1854 US Highway 1 $ Southern Pines, NC 28387-7063 With copy to: Wilmington Golf Distributors LLC Attn: Manager 1711 Willow Wick Drive Greensboro, NC 27408 Bach of the parties may update its notice address set forth above from time-to-time, by delivery of a written notice to the other party identifying the new address at which such party desires to receive notices hereunder. Thereafter, notices shall be sent to such party at its updated address. Notices served in accordance with this Section 8 shall conclusively be deemed delivered and received on the day of delivery as reflected on the retum receipt from the U.S. Mail, or on the day of delivery as reflected on the delivery confirmation from a designated delivery service, or on the day it is hand delivered, as applicable. 9, Recording, This Agreement or a memorandum thereof may be recorded, in its discretion and without obligation, by either Party, at its sole cost. 10. Attorneys’ Fees. If any action or proceeding is commenced by any of the parties hereto to enforce its rights under this Agreement or to collect damages as a result of the breach of any of the provisions of this Agreement, the prevailing party in such action or proceeding, including any bankruptcy, insolvency or appellate proceedings, shall be entitled to recover allreasonable costs and expenses, including, without limitation, reasonable out-of-pocket attorneys! fees and court costs, in addition to any other relief awarded by the court. 11, Severability, If any provision of this Agreement, or portion thereof, or the application thereof to any person or circumstances, shall, to any extent be held invalid, inoperative or unenforceable, the remainder of this Agreement, or the application of such provision or portion thereof to any other persons or circumstances, shall not be affected thereby. 12, No Waiver, The failure of either party hereto to insist, in any one or more instances, upon strict performance of any covenant or condition in this Agreement will not be ‘construed as a waiver or relinquishment of the future enforcement of such covenant or condition, but the same will continue and remain in full force and effect. 13, Governing Law, This Agreement shall be governed and construed in accordance with the laws of the State of North Carolina. 14, Entire Agreement: Modification. This Agreement constitutes the entire agreement between the parties hereto and supersedes any other prior oral or written communications, representations or statements with respect to the subject matter of this Agreement. This ‘Agroement may be amended, modified, or terminated only by an agreement in writing, executed and acknowledged by all the parties to this Agreement. 15, Counterparts. This Agreement may be executed in multiple counterparts and/or counterpart signature pages, all of which when taken together shall constitute but one and the same agreement. This Agreement may be signed manually by the parties hereto, or through use ‘ofa digital signature software with audit trail capabilities (e.g., DocuSign® software). [SIGNATURE PAGES TO FOLLOW]‘Doousign Envelope ID: AFSCAS7#-62FF-400E-BD80-875072360048 IN WITNESS WHEREOF, Company has duly executed this Agreement as of the Effective Date. NEW HANOVER GOLF & TRAVEL, LLC imited liability company carl Jerry Reid, 3/22/2024 Nam Title: [SIGNATURE PAGE TO PARKING LICENSE AGREEMENT] [ADDITIONAL SIGNATURE PAGE TO FOLLOW]Date, IN WITNESS WHEREOF, County has duly executed this Agreement as of the Effective ‘NEW HANOVER COUNTY, a body politic and corporate of the State of North Carolina By: Nam Title: [New Hanover County digital signature page attached hereto and incorporated herein by reference.) [SIGNATURE PAGE TO PARKING LICENSE AGREEMENT]Signature Page | contract #: | 20430 ew nanoven county Cheat Crud rice | county tensor Manager Date Signed: srzar2028 Hpntogh 5. Cron Clete Baers Clerk Date Signed 12212028 fag tapas, Wgely county army ‘Attorney Dato Signed 25/2028