Loading...
HomeMy WebLinkAboutAgenda 03-01-22; 8-f - Eno River Farmers' Market – License Agreement Renewal 1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: March 1, 2022 Action Agenda Item No. 8-f SUBJECT: Eno River Farmers' Market— License Agreement Renewal DEPARTMENT: Environment, Agriculture, Parks, & Recreation (DEAPR) ATTACHMENT(S): INFORMATION CONTACT: Proposed Three Year Renewal License Travis Bogle, 919-245-2673 Agreement PURPOSE: To approve the renewal of a license agreement, for a period of three years, between Orange County and the Eno River Farmers Market (ERFM) for Saturday use of the David Price Farmers' Market Pavilion. BACKGROUND: Orange County has allowed use of the Farmers' Market Pavilion at River Park by ERFM since 2009 via a License Agreement that provides for continual usage on Saturdays from 6:00 a.m. until 1:00 p.m. ERFM uses the Pavilion to operate a farmers' market on Saturdays, and the current license agreement is set to expire on March 31s' of this year. Both parties are interested in renewing the License Agreement. The renewal agreement (attached) keeps the same terms as the current agreement in terms of use and payment. The BOCC has previously approved the license agreements, and the current agreement renewal requires Board approval. FINANCIAL IMPACT: The ERFM pays $300 annually as a lump sum, payable within 30 days of execution of the License Agreement. Based on historical trends, the ERFM has minimal electricity usage during its hours of operation, and requires no other financial resources from the County. The ERFM cleans the pavilion after each use. County staff from DEAPR and Asset Management Services perform periodic maintenance on the facility. SOCIAL JUSTICE IMPACT: The following Orange County Social Justice Goal is applicable to this item: • GOAL: ENSURE ECONOMIC SELF-SUFFICIENCY The creation and preservation of infrastructure, policies, programs and funding necessary for residents to provide shelter, food, clothing and medical care for themselves and their dependents. 2 The ERFM allows local farmers, producers, and growers an avenue to present and sell their produce to local citizens of Orange County and tourists visiting the area. The David Price Farmers' Market Pavilion provides an affordable location for ERFM to continue serving the public. ENVIRONMENTAL IMPACT: There is no specific Orange County Environmental Responsibility Goal impact associated with this item. The ERFM does promotes local farms that grow organic fruits and vegetables that minimize chemicals and utilize growing systems to reduce the environmental impact to the local area. RECOMMENDATION(S): The Manager recommends that the Board approve the License Agreement renewal as proposed, and authorize the Chair to sign the agreement. 3 North Carolina Orange County LICENSE AGREEMENT This License Agreement is made effective as of this the 1st day of April, 2022 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 hereby accept as market of the county the use of the Farmers' Market Pavilion as described more fully herein. 4 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 commonly 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 Committee during the early planning stages of Hog Day by at least November 1 st 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 further 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. SECTION TWO LIMITATION TO DESCRIBED PURPOSE 5 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 immediately terminated by the County. SECTION THREE LUMP SUM PAYMENT The Market shall pay County for this License at the rate of$300.00 annually, 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, 2022, and concluding on March 31, 2025. 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 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 CONTACT 6 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: Name: Address: Address: Phone: Phone: Email: Email: 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 tear)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 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 7 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 indemnify the County to the extent permitted under North Carolina law. 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. 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. 8 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 County Manager 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. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. Any modification of this Agreement or additional obligation assumed by either parry 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. ORANGE COUNTY By: By: Name: Name: Title: Title: