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HomeMy WebLinkAbout2016-218-E DEAPR - Eno River Farmers Market License Agreement 2016 DocuSign Envelope ID:88E356F4-1642-4D25-97A9-483EB39AC1FD Attachment A North Carolina Orange County LICENSE AGREEMENT This License Agreement is made effective as of this the I"day of April, 2016 by and between the ENO RIVER FARMERS MARKET, INC., a North Carolina non-profit corporation having an address of PO Box 487, Hillsborough,NC 27278 (the "Market") 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 February 2008 the County approved the temporary administration and operation of a Farmers' Market at the County owned Farmers' Market Pavilion by the County; and WHEREAS, the County directed at that time that its operation and administration of the Farmers' Market be wholly replaced by an entity independent of the County as soon as practicable thereafter; and WHEREAS, on January 14,2009, the Market was organized 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, the Market assumed the administrative duties and operational responsibilities for the Farmers' Market beginning in May of 2009; and WHEREAS, the Market desires a license for the use of the County's Farmers' Market Pavilion for farmers' markets subject to the terms of this License Agreement; and WHEREAS, the County desires the Market to utilize the County's Farmers' Market Pavilion for farmers' markets subject to the terms of this License Agreement. NOW,THEREFORE, for good and valuable consideration, and subject to the terms and conditions hereinafter set forth, the County does hereby license unto the Market and Market does DocuSign Envelope ID:88E356F4-1642-4D25-97A9-483EB39AC1FD hereby accept as market of the county the use of the Farmers' Market Pavilion as described more filly herein. SECTION ONE GRANT OF LICENSE: DESCRIPTION OF PREMISES AND HOURS OF OPERATION The County hereby grants to the Market a license to occupy and use the County owned facility connmouly known as the"Orange County Farmers' Market Pavilion" (henceforth, "the Pavilion") located in River Park at 140 East Margaret Lane, Hillsborough, North Carolina. The Market shall be permitted hereby to occupy the Pavilion as follows: (A) Every Saturday throughout the term of this Agreement during the hours of 6:00 AM-1:00 PM, including one Saturday each year designated as Hog Day, provided that the Market and the Hog Day Committee find a mutually agreeable arrangement that includes the ability to hold and conduct a market on that day at or in close proximity to the Pavilion location as shown in Exhibit "B", attached . This arrangement shall be discussed, scheduled, and agreed upon by the Market and Hog Day Conunittee during the early planning stages of Hog Day by at least November I't of the prior year and (B) Up to three (3) additional days and times throughout the calendar year to serve such specialty and holiday markets on a "first come first served" basis, with initial opportunity for scheduling of Market events during the annual agreement discussion, as scheduled and pre- approved by the Director of Orange County Department of Environment, Agriculture, Parks and Recreation, or his/her designee; and (C) In the event of a public emergency or unusual maintenance situation in which the Pavilion is needed for County use or maintenance during a time scheduled for Market use, the County may temporarily suspend the terms of this License Agreement without penalty to the County or the Market and without such suspension being deemed a breach of this License Agreement. The County will communicate planned maintenance at least 60 days prior to the project if possible, and make all efforts to schedule this maintenance on non-market days. The County hereby agrees not to schedule other events at the Pavilion during the times and dates set forth in subsections A- B above. The County farther agrees to make utilities (including power and water) available at the market house to be included in the license rate and to provide the market with access to the restrooms and water fountain located near the Pavilion during the times and days listed above, and for up to three special events sponsored by the market as described in Section One (B) above. DocuSign Envelope ID:88E356F4-1642-4D25-97A9-483EB39AC1FD SECTION TWO LIMITATION TO DESCRIBED PURPOSE The Market shall utilize the Pavilion for the limited purpose of operating a farmers' market in the Pavilion. Any other use of the Pavilion must comply with all applicable federal, state and local laws and must be approved in writing by the County. Any such other use shall constitute and expansion subject to the terms set out in this Section Two. It is intended that the Market may have limited use of the parking area surrounding the Pavilion. Such use shall in no way interfere with or restrict the operations of, nor the use of the parking area by the Orange County Sheriff. At the discretion of the County such use of the parking area shall be limited to the areas shown on Exhibit A, a map of the adjacent parking area, which is attached hereto. Any expansion of the use of the Pavilion may only be approved through a written amendment to this License Agreement. Such written amendment must be signed by both Parties. All such expansions must comply with the Orange County Facilities Use Policy. Any unauthorized expansion may be inuuediately terminated by the County. SECTION THREE LUMP SUM PAYMENT The Market shall pay County for this License at the rate of$300.00 amorally, for each year of the term of the Agreement, as a lump sum payable within 30 days of execution of this License Agreement. SECTION FOUR TERM &TERMINATION This License Agreement shall be valid for a period of three (3) years beginning on April 1, 2016, and concluding on March 31, 2019. The County and the Market agree to discuss extending this three year term for an additional two (2) year term prior to its natural expiration. Either party may terminate this License Agreement at any time, without regard to payment periods by giving written notice to the other specifying the date of termination. The DocuSign Envelope ID:88E356F4-1642-4D25-97A9-483EB39AC1FD County and the Market shall use their best efforts to provide the other party a minimum of thirty (30) days prior written notice of its intent to terminate this Agreement. SECTION FIVE MARKET CONTRACT The Market hereby provides the County with the contact information of two (2) individuals that the County may contact during the hours in which the farmers market is open to address any and all immediate issues that may arise in regard to this License Agreement. Notice by electronic mail shall be sufficient for purposes of this License Agreement. Any notice required by this License 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: Name: Lisa Pone Name: _Conly Jones Address: 3336 Forrester Bend Address: Hillsborough,NC 27228 Phone:_(919) 732-2942 Phone: 952 412-5940 Email: _lisamariepopeayahoo.com Email: enoriverfarmersmarketggmail.com SECTION SIX CONDITION OF PAVILION & COMPENSATION FOR DAMAGE The Market shall clear the Pavilion (including the restrooms) of all trash and debris at the end of each day in which the Market operates throughout the term of this License Agreement. The Market agrees that it shall compensate the County for the cost of repairs (outside of normal wear and wear) to the Pavilion for damages directly attributed to its use of the Pavilion by the Market or by any vendor or client at the Market. Such damages shall be documented by the County, and an invoice for the repair work undertaken conveyed to the Market, with such invoice payable within 90 days of receipt. SECTION SEVEN DocuSign Envelope ID:88E356F4-1642-4D25-97A9-483EB39AC1FD INSURANCE The Market shall obtain, at its sole expense, general liability insurance insuring against any and all losses at the Pavilion during the Market'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 endorsed (1) to show Orange County as additional insured, as their interests may appear, (2) to include the policy endorsement, and (3) to amend cancellation notice to show"thirty (30) days' notice of change or cancellation will be given to the Orange County Risk Manager by certified mail", pursuant to North Carolina law. Certificates of insurance shall be signed by a licensed North Carolina agent. 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 Market whatsoever. Neither the Market nor any employee of the Market shall be deemed an officer, employee or agent of the County. SECTION NINE INDEMNIFICATION The Market 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 the Market, or any third party user of, or vendor at, the Pavilion during Market's 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 the Market to indenmify the County to the extent permitted under North Carolina law. SECTION TEN MISCELLANEOUS DocuSign Envelope ID:88E356F4-1642-4D25-97A9-483EB39AC1 FD It is agreed that this Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of North Carolina, Food trucks or other mobile dispensaries of food products shall have all appropriate licenses, inspections,, and permits. Any such trucks without the requisite licenses, inspections and permits shall not be allowed on the premises until these requirements have been secured. Such food trucks or mobile dispensaries of food products shall be restricted to operating in the Parking location(s) set out in Exhibit A. The Market shall not issue sublicenses for the use of the Pavilion. Any sublicense shall be void and any attempt to issue a sublicense shall constitute breach of this License Agreement. A Market representative shall meet annually with the Countv Manner or County Manager's designee to review this License Agreement, discuss the parties' compliance therewith, review proposed special Market events as described in Section One (B), and discuss suggested modifications thereto. 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 the Market warrants that he/she is authorized to execute this Agreement on behalf of the Market, and that he/she has obtained all authorizations, approvals, and resolutions from the Market that are necessary in order to duly bind the Market to this Agreement. In witness whereof, each party to this agreement has caused it to be executed on the date first written above. ENO RIVER FARMERS' MARKET, INC. ,e—DocuSigned by: By: Auv- 2EA6D9682C98412... Name: Lisa Pope,__ Title: President, Eno River Farmers Market ADDITIONAL SIGNATURE PAGE TO FOLLOW DocuSign Envelope ID:88E356F4-1642-4D25-97A9-483EB39AC1FD ENORI-3 OP ID: C1 CERTIFICATE OF LIABILITY INSURANCE DATEIMMOD YYY) 04/12/2016 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(les) must 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). CON PRODUCER NAMEpCT Philip S.Wolf The Insurance Center of Durham PHONE FAX 919.471-2132 1920 Front St. EMAIL Suite 710 AIC No Eat:919-471-2541 A/c No P.O.Box 16399 ADDRESS:Brittany @INSUrancecenterofdurham.com Durham,NC 27704- Philip S.Wolf INSURER(5)AFFORDING COVERAGE NAICN INSURERA:Auto-Owners Insurance Co. 18988 INSURED Eno River Farmers' Market,Inc INSURER B: P 0 Box 487 Hillsborough, NC 27278 INSURER C: INSURER O: INSURER E: INSURER F: 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. _ TYPE OF INSURANCE DD POLICY EFF POLICY EXP IL1R D POLICY NUMBER MMIDOIYYYY MMIDDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY EACHOCCURRENCE $ 1,000,00 Cu1hIS MADE OCCUR X 3577837916 0410312016 0410312017 PREMISES Ea.0durence $ 60,000 MED EXP(Any one person) $ 5,00 PERSONAL&ADV INJURY 5 1,000,00 GEN'LAGGREGATE LIMUAPPLIESPER. GENERAL AGGREGATE $ 2,000,00 X POLICY n PRO-JECT ❑LOC PRODUCTS-COMPIOPAGG $ 2,000,00 OTHER: COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY IF.accident $ ANY AUTO BODILY INJURY(Per person) S ALLOWED SCHEDULED BODILY INJURY(Per aaldenl) $ AUTOS AUTOS NON-0W ED PROPERTY DAMAGE 5 HIREDAUTOS AUTOS Peraccidenl $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ PER DED RETENTION$ $ WORKERS COMPENSATION STATUTE EORH _ AND EMPLOYERS'LIABILITY YIN ANY PROPRIETORIPARTNERrEXECUTIVE NIA EL EACH ACCIDEM $ OFFICERINIDABER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYE $ if Yes,describe under DESCRIPTION OF OPERATIONSbelox EL DISEASE-POLICY LIMIT 5 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Orange County,is named as additional insured with respects to the General Liability per.written contract.Certificate holder has a thirty day notice of cancellation. CERTIFICATE HOLDER CANCELLATION ORAN016 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange Count THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN g y ACCORDANCE WITH THE POLICY PROVISIONS. Lisa Brashear P 0 Box 8181 AUTHORRED REPRESENTATIVE Hillsborough, NC 27278 Philip S.Wolf ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:88E356F4-1642-4D25-97A9-483EB39AC1FD Agency Code 15-0415-00 Policy Number 112315-35778379 COMMERCIAL GENERAL LIABILITY 55168 (12.04) THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE 1. Designation of Premises (Part Leased to You): ORANGE COUNTY 2. Name of Person or Organization (Additional Insured): 3. Additional Premium: (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. SECTION II-WHO IS INSURED is amended to in- the person or organization shown in the clude as an additional insured the person or organ- Schedule. ization shown in the Schedule but only with respect to liability arising out of the ownership, maintenance B. Under SECTION III-LIMITS OF INSURANCE, the or use of that part of the premises leased to you and following is added: shown in the Schedule and subject to the following additional exclusions: The limits of liability for the additional insured are those specified in the written contract or agreement This insurance does not apply to: between the insured and the manager or lessor of premises, not to exceed the limits provided in this 1. Any"occurrence"which takes place after you policy. These limits are inclusive of and not in ad- cease to be a tenant in that premises. dition to the limits of insurance shown in the Decla- rations. 2. Structural alterations, new construction or de- molition operations performed by or on behalf of Includes copyrighted material of Insurance Services Office, Inc., with its permission. 55168 (12-04) Copyright, Insurance Services Office, Inc., 1984, 2003. Page 1 of 1 DocuSign Envelope ID:88E356F4-1642-4D25-97A9-483EB39AC1FD Agency Code 15-0415-00 Policy Number 112315-35778379 59495 (8-11) THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. CANCELLATION OR NONRENEWAL DESIGNATED PERSON(S) OR ORGANIZATION(S) OTHER THAN THE NAMED INSURED It is agreed: This policy is subject to the following condition: If this policy is canceled or nonrenewed, the designated person(s)or organization(s) shown in the SCHEDULE below shall be notified at least: 1. 10 days prior to the effective date of cancellation if we cancel for nonpayment of premium; or 2. The number of days shown in the SCHEDULE prior to the effective date if we cancel for any other reason. If the law of the state in which notice is mailed to requires a longer notice period, we will comply with those requirements. SCHEDULE Number of Days Notice 030 Name Of Designated Person(s) Or Organization(s) Mailing Address ORANGE COUNTY PO BOX 8181 HILLSBOROUGH NC 27278-8181 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) All other policy terms and conditions apply. 59495 (8-11) Page 1 of 1