2025-626-E-DEAPR-Salt & Smoke & Sound-Salt & Smoke & Sound Festival

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Revised 09/25 NP 6 this Agreement, County may, without fault or penalty, withhold any access, service, or fees/deposits paid in association with the Festival until such time there is compliance determined solely in the discretion of the County. 5. Coordination and Agreement. a. County Coordination. The County has designated (David Stancil) to act as the County's representative with respect to the Festival 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. b. Event Coordination. For purposes of day-to-day coordination, the Event Organizer shall serve as the primary point of contact with the County, except with respect to matters relating to alcoholic beverage permitting, where the Nonprofit Co-Licensee shall serve as the responsible contact. c. Amendments to Agreement. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Licensee. The Licensee shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 6. Termination a. Termination for Breach. Either party may terminate this Agreement based upon the other’s material breach of this Agreement; provided, the offending party has not taken all reasonable actions to remedy the breach. The terminating party shall give the other party seven (7) days' prior written notice of its intent to terminate this Agreement for cause , except that during the Festival, notice may be given orally or in writing to the designated authorized representative on site, and such notice shall be effective immediately. b. Other Termination. This Agreement may be immediately terminated by the County upon notice to the Licensee if, in the County’s reasonable judgment, continuation of the Festival would present a risk to public health, safety, or welfare, including but not limited to severe weather, natural disaster, fire, or other emergency conditions. Notice may be oral or written, delivered in person or by phone to the on-site representative, and shall be effective immediately. This Agreement may be terminated by the County upon reasonable notice if: 1) the Licensee, its agents, employees, or subcontractors engage in gross negligence, willful misconduct, or material violation of law or County policy; or 2) termination is otherwise required to comply with applicable federal, state, or local law, regulation, or County policy. In any such event, the Licensee shall not be entitled to damages, lost profits, or other compensation, but may be eligible for a prorated refund of any license fee paid, as determined in the County’s sole discretion. c. Fees and Deposits After Termination. In the event of termination, the security deposit shall be returned to Licensee, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Licensee. In no case will fees other than the security deposit be returned. d. Waiver. The failure of the County to require compliance by the Licensee 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. e. Suspension. County may suspend this Agreement and the associated license due to inclement weather or an act of God upon notice to Licensee. Upon any suspension by Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733