Loading...
HomeMy WebLinkAbout2020-082-E Coop Ext - PFAP ag summit vendor formAS2020 v.1. 1 NORTH CAROLINA ARIGRICULTURE SUMMIT LICENSE AGREEMENT ORANGE COUNTY This Agreement (hereinafter “Agreement”), made and entered into this 30stth day of January, 2020, (“Effective Date”) by and between Orange County, North Carolina, a political subdivision of the State of North Carolina (hereinafter, the "County") and Piedmont Food Processing Center, Inc., (hereinafter, the "Vendor") to grant Vendor access to and conduct its activities at the Orange County Agricultural Summit (“Ag Summit”) on February 10, 2020 at the Cedar Grove Community Center situated at 5800 NC 86 N Hillsborough, NC 27278 (the “Property”). 1. Scope a. Scope. i) This Agreement is for Vendor’s participation in the Ag Summit at which Vendor will have a space for interaction with attendees of the Ag Summit with respect to displaying products and merchandise. ii) By executing this Agreement, the Vendor represents and agrees that Vendor is qualified to perform and fully capable of performing the activities set out herein. 2. Responsibilities of the Vendor a. Standard of Care. i) The Vendor shall exercise reasonable care and diligence in conducting its activities under this Agreement in accordance with the highest generally accepted standards of this type of activity throughout the United States and in accordance with applicable federal, state, and local laws and regulations applicable to the performance of these activities. Vendor is solely responsible for the quality and safety of all work related to the activities. ii) Vendor shall be solely responsible for its own conduct and the conduct of its agents, contractors, employees, or assigns in the performance of the Agreement. iii) In conducting the activities contemplated herein the Vendor is acting on its own behalf and not on behalf of the County. 3. Activities a. Activities. The activities to be engaged in pursuant to this Agreement are as follows (fully describe activities to be conducted): Vendor Display. 4. Duration of Agreement a. Term. The term of this Agreement shall be from the date first recorded above through and including February 10, 2020. All activities described herein shall be licensed to occur and permitted on the Property on February 10, 2020. b. Scheduling of Activities. i) The Vendor shall schedule and perform its activities in a timely manner. DocuSign Envelope ID: EDB2160C-E073-4DBF-A85A-7558D236AE38 AS2020 v.1. 2 ii) The Commencement Date for the Vendor's activities shall be February 10, 2020. 5. Compensation a. Compensation for Activities. There shall be no financial compensation for the activities. Vendor acknowledges its access to and participation in the Ag Summit and Vendor’s ability thereby to promote itself to the public is legally sufficient consideration for its activities. b. Additional Activities. Vendor shall not conduct any activities other than those described in this Agreement. 6. Responsibilities of the County Cooperation and Coordination. The County has designated Tyrone Fisher to act as the County's representative with respect to the Ag Summit and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. Insurance requirements are as set out herein. Tier 1 will apply to Vendors strictly displaying goods, materials, services, etc. Tier 2 will include in addition to display, the sale of merchandise, food products, and/or other products. b. Tier 1. If checked, insurance requirements are waived. c. Tier 2. If checked, Tier 2 insurance Requirements are applicable to this Agreement. Vendor shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If, Tier 2 is designated, Vendor shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. The Vendor agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Ag Summit and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Vendor. It is the intent of this provision to require the Vendor to indemnify the County to the fullest extent permitted under North Carolina law. 9. Termination, Waiver, and Suspension a. Termination for Convenience. This Agreement may be terminated without cause by the parties and for convenience and without penalty upon seven (7) days’ prior written notice to the other party. DocuSign Envelope ID: EDB2160C-E073-4DBF-A85A-7558D236AE38 AS2020 v.1. 3 b. Waiver. The failure of the County to require compliance by the Vendor 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 this Agreement. 10. Additional Provisions a. Limitation and Assignment. The County and the Vendor each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Vendor shall assign or transfer its interest in this Agreement without the written consent of the other. b. Non-Discrimination. Vendor shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non- Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy 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 and does not limit the definition of breach to discrimination. c. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Vendor’s Name Attention: Tina Love Piedmont Food Processing Center Inc. P.O. Box 8181 500 Valley Forge Rd. Hillsborough, NC 27278 Hillsborough, NC 27278 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: VENDOR: By: _________________________________ Department Director By: __________________________________ Eric Hallman, Executive Director DocuSign Envelope ID: EDB2160C-E073-4DBF-A85A-7558D236AE38