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HomeMy WebLinkAbout2018-510-E Coop Ext - PEMC LocalFest sponsor agreementDocuSign Envelope ID: 25DA07D3 -5C71- 4796- A4EF- 15E2E897CC73 ORANGE COUNTY SPONSOR AGREEMENT THIS AGREEMENT ( "Agreement "), entered into this 24th day of August, 2018, by and between Orange County ( "County "), and Piedmont Electric Membership Corporation ( "Sponsor "). WHEREAS, the County is hosting the Orange County Local Fest, also referred to as the event, to take place on Saturday September 29, 2018 from 10:00 a.m. until 6:00 p.m.; and, WHEREAS, Sponsor has agreed to provide a financial payment in consideration of the rights and benefits described herein. NOW THEREFORE, the County and the Sponsor, for the consideration and under the conditions hereinafter set forth, agree as follows: 1. Sponsorship Tiers. A. ❑ (Agrarian) Title Sponsor: $20,000.00 i. Naming rights for the event and inclusion of Marks on all event materials. ii. 25 foot banner at the event. iii. Opportunity for sponsor to speak at the event. iv. Marks featured on Orange County Local Fest website and for all advertising media. v. Sponsorship booth and display advertising at event. B. ❑ (Yeoman) VIP Sponsor: $10,000.00 i. Naming rights for Music Stage. ii. Featured in newspaper and any billboard advertising for the event. iii. Marks featured on Orange County Local Fest website and for event invitations and materials. iv. Sponsorship booth and display advertising at the event. C. ❑ (Cultivator) Presenting Sponsor: $5,000.00 i. Naming rights for Kids Area. ii. Featured in newspaper and any billboard advertising for the event. iii. Marks featured on Orange County Local Fest website and on event materials. D. ❑ (Producer) Excellence Sponsor: $2,500.00 i. Naming rights for one of the activity or demonstration areas. ii. Featured in newspaper advertising for the event. iii. Name recognition from stage and Marks featured on Orange County Local Fest website. E. ❑ (Grower) Silver Sponsor: $1,000.00 DocuSign Envelope ID: 25DA07D3 -5C71- 4796- A4EF- 15E2E897CC73 i. Display advertising at the event ii. Featured in newspaper advertising for the event iii. Marks featured on Orange County Local Fest website. F. ® (Gardener) Bronze Sponsor: $500.00 i. Marks featured on Orange County Local Fest website. G. ❑ (Tender) Partner Sponsor: $300.00 i. Listing on Orange County Local Fest website. 2. Payment. Sponsor shall, on or before thirty (30) days following the date of this Agreement, pay County the amount of $500. In return for this payment Sponsor shall receive that consideration listed in sections IF above. 3. Term. The Term of this Agreement shall be from the date of this Agreement through September 30, 2018. 4. Responsibilities of the Sponsor. A. Implementation. The Project shall be implemented in the manner described in the Application. Time is of the essence in the implementation of the Project. B. Use of Marks. Sponsor shall designate its trademarks, trade names, and service marks ( "Marks "), including any policy related to their use, in writing to County. Sponsor grants to County the right to use the Marks solely in connection with the 2018 Orange County Local Fest and associated promotional media. Whenever County uses the Marks, Orange County shall clearly indicate Sponsor's ownership of the Marks. County acknowledges that its use of the Marks shall inure to the sole benefit of Sponsor and shall not create any right, title, or interest in same in favor of County. County agrees to modify any materials depicting its Marks, if in Sponsor's sole judgment such use may be illegal, misleading, or inappropriate. 5. Responsibilities of the County. A. Use of Local Fest name. County grants to Sponsor the right to use the Orange County Local Fest name and images for marketing purposes, in any media, subject to prior and timely review by County. B. Use of Logo. County grants to Sponsor the right to use the Orange County Logo ( "Logo "), which is a registered mark with the North Carolina Secretary of State's office, solely in connection with the identification of Sponsor's sponsorship of the Orange County Local Fest. Sponsor acknowledges that its use of the Logo shall inure to the sole benefit of County and shall not create any right, title, or interest in same in favor of Sponsor. Sponsor agrees to comply with County's guidelines concerning use of its Logo, DocuSign Envelope ID: 25DA07D3 -5C71- 4796- A4EF- 15E2E897CC73 or to modify any materials depicting its Logo, if in County's sole judgment such use may be illegal, misleading, or inappropriate. 6. Indemnity. A. Coun . To the extent authorized by law and up to the amount of its insurance coverage, County agrees to indemnify, defend, and hold harmless Sponsor, its parent, subsidiary and affiliated companies and their respective directors, officers, employees, agents, successors, and assigns, from and against any and all claims, damages, liabilities, losses, government proceedings and costs and expenses, including reasonable attorneys' fees and costs of suit, arising out of or in connection with; i. Activity conducted at the event, except activity conducted by Sponsor, its parent, subsidiary and affiliated companies and their respective directors, officers, employees, agents, successors, and assigns. ii. Use, except use prohibited herein, of the County's Logo. iii. County's breach of this Agreement. B. Sponsor. Sponsor agrees to indemnify, defend, and hold harmless County, its officers, employees, agents, successors and assigns, from and against any and all claims, damages, liabilities, losses, government proceedings and costs and expenses, including reasonable attorneys' fees and costs of suit, arising out of or in connection with; i. The negligent or reckless acts or omissions of Sponsor, its employees, agents, or representatives. ii. Use, except use prohibited herein, of the Marks. iii. Sponsor's breach of this Agreement. 7. Termination. A. Default. In the event of any of the circumstances set forth below (hereinafter referred to as "default'), the County may immediately terminate this Agreement: i. Any fraudulent representation on a material matter related to this Agreement. ii. Failure to satisfactorily comply with any provision of this Agreement. iii. Failure to adhere to the terms of applicable county, state, or federal laws, regulations, or stated public policy. B. Sponsor's Default or Breach. In the event of default or other breach of this Agreement by the Sponsor, the County may immediately terminate this Agreement, in whole or in part. In such default Sponsor shall not be entitled to the funds paid by Sponsor pursuant to this Agreement. This paragraph shall not be interpreted to limit the County's remedies in law or equity. 8. Miscellaneous. A. Governing Law. This Agreement shall be interpreted and governed in accordance with the laws of the State of North Carolina and Orange County. Sponsor shall at all times remain in DocuSign Envelope ID: 25DA07D3 -5C71- 4796- A4EF- 15E2E897CC73 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 Anti - Discrimination Policy. Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit the definition of breach to discrimination. By executing this agreement Sponsor affirms that Sponsor and any subcontractors of Sponsor are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes a breach of this Agreement. By executing this Agreement, Sponsor certifies that Sponsor has not been identified, and has not utilized the services of any agent or subcontractor, on the Iran divestment list created by the State Treasurer pursuant to G.S. 147- 86.58. B. Status. Nothing contained in this Agreement shall be construed to create the relationship of principal and agent or employer and employee, between Sponsor and County. Sponsor understands and agrees that it is not authorized to incur any expenses or any liability whatsoever on behalf of the County and has no authority, expressed or implied, to obligate or make representations on behalf of the County. C. Entire Agreement and Signatures. The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive Agreement between the parties unless and until modified in writing and signed by the parties. 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 11A and Article 40 of North Carolina General Statute Chapter 66. IN WITNESS WHEREOF, the County and the Sponsor have signed this Agreement, effective on the date first above recorded. For and on behalf of the Sponsor Dacusigned by: Brandon ReeC., FC960EMD754491... _ r Services and Public Relations Title For and on behalf of the County 1Dacusigned by: 1bltilnitr 0637994B755E477... County Manager