2024 BrewFest Merchant Vendor

MERCHANT VENDOR TERMS & CONDITIONS
  
II.  PERMIT TO USE
 
A.  Permit to Use.  On the terms and conditions set forth below, the Fair Board grants to Permittee, its employees, agents, contractors, and invitees a permit to use and occupy a Merchant Vendor Exhibit Space for the:    
2024 Central Point Wild Rogue Pro Rodeo
 
Use of the JCEP grounds outside of any of the above-listed JCEP events and its facilities are not permitted unless specifically addressed in this Agreement.  Except as otherwise specifically stated herein, Permittee’s permit to use the JCEP facilities is non-exclusive.  Such exhibit space in the JCEP facilities to be used by Permittee are hereinafter referred to as the “Exhibit Space”.
 
B.  Use Agreement.  Permittee agrees, by submitting an electronic signature on this application, to all of Terms and Conditions set forth below by the Fair Board, and further understands upon approval, this application becomes a binding Use Agreement.
 
C.  Fees.  Full payment of applicable fees shall be paid to the JCEP office no later than 30 days prior to the Move-In date of the applied-for event. Payments for Exhibit Spaces are non-refundable. If for some reason Permittee is unable to participate in the event, cancellation must be received by the JCEP office no later than 15 days prior to the event.
 
II.   USE OF THE EXHIBIT SPACE
 
A.  ​Permitted Use. Permittee is granted a permit for the Exhibit Space for the sole permitted use for the sale of the products and/or services set forth in the original application submitted by the Permittee, setup, cleanup, and other activities incidental thereto, and for no other purpose.  All displays are to be kept within the Exhibit Space.  
Set Up Etiquette.  Permittee shall do its own setup and cleanup, including disposing of all trash and debris.  No tape, staples, nails, etc., may be used on JCEP buildings or equipment.  
Rule Enforcement.  The Fair Board does not relinquish its right to enforce rules, regulations and use policies for the operation of the JCEP facilities and the Exhibit Space, and for that purpose may enter the Exhibit Space at any time.  The Fair Board reserves the right to eject from the JCEP facilities and the Exhibit Space, or refuse entry to the JCEP facilities and the Exhibit Space, any person whose conduct or violation of JCEP’s rules, regulations and use policies render such person subject to being ejected or barred. And for the exercise of this authority, Permittee waives any right for claim against the Fair Board, Jackson County, and its elected officials, officers, employees, agents and volunteers.
No Early Teardown.  Permittee must stay for the entire open hours of the event with no packing or tear down prior to event closing.  If Permittee disassembles the Exhibit Space and/or fails to stay for the entire event without the permission of the Merchant Vendor Coordinator, Permittee will not be considered as a Returning Vendor..
Failure To Vacate.  Should Permittee fail to vacate the Exhibit Space by 3 hours after the closing of the event, *unless otherwise scheduled with the Merchant Vendor Coordinator, Permittee shall pay an additional use fee of $150 per hour (including partial hours) until Permittee has completely vacated and removed all of Permittee’s personal property from the Exhibit Space.
  
B. ​Restrictions on Use.  In connection with the Activities contemplated in this Agreement, Permittee shall, and shall cause its members, employees, agents, volunteers, independent contractors, exhibitors and invitees to abide by the following restrictions on use: 
Law Observance.  Conform to all applicable laws, statutes, regulations, ordinances, rulings and licensing requirements of any public authority relating to the sale of the Products or use of the Exhibit Space.
Compliance with Rules and Regulations.  Comply with all rules, regulations and use policies of the Fair Board and JCEP for management of the JCEP facilities.  If the attention of Permittee is called to any violation on the part of Permittee or any person admitted to the JCEP facilities or Exhibit Space by Permittee or any exhibitor or invitee of Permittee, Permittee shall immediately take such action as is reasonable with Permittee’s power to cause the violator to desist from and correct the violation.
Electricity.  If extra lights, other than regular house lights, or electrical power shall be required by Permittee, they shall be installed at Permittee’s expense and the electric power shall be paid by Permittee at current rates in effect for the Property.  All electrical connections must be made by JCEP contractors or staff.  Multiple plugs such as twin sockets, cube taps or similar devices will not be permitted and any such connections shall be corrected to conform with Fair Board Interim Use Policies and fire regulations, the cost thereof to be paid by Permittee; and all exhibitor’s electrical equipment shall be properly wired to meet Fire Underwriters specifications and all other statutes, ordinances and regulations.
Defacement of Buildings.  Permittee shall not injure, mar or in any manner deface the JCEP facilities or the Exhibit Space, or drive or permit to be driven any nails, hooks, tacks or screws in any part of the JCEP facilities or the Exhibit Space or make or allow to be made an alteration of any kind therein.  If the JCEP facilities or the Exhibit Space is damaged by the act, default or negligence of Permittee or any person or persons admitted to the JCEP facilities or the Exhibit Space by Permittee , Permittee shall pay to the Fair Board such sum as shall be necessary to restore the JCEP facilities and/or the Exhibit Space to its original condition.  Permittee assumes full responsibility for the acts and conduct of all persons admitted to the JCEP facilities or the Exhibit Space by Permittee and agrees to have on hand at all times sufficient security personnel to maintain order and protect persons and property.  
Water.  The Fair Board will furnish, through facilities presently installed on the JCEP premises, water for human consumption and for ordinary toilet or janitorial purposes, but for no other purpose, unless otherwise specifically provided for in this Agreement.  No water facility, appliance or apparatus thus furnished by the Fair Board will be used for any purpose other than that for which it is constructed, and no sweepings, rubbish, rags, paper or other substance shall be thrown in it.  If any such misuse results in damage to any such facility or equipment as a result of Permittee use or occupancy of the Exhibit Space, the damage shall be paid for by Permittee. 
No Marijuana.  No marijuana items are allowed in any building or on the grounds of JCEP, including the parking areas.  “Marijuana items” means marijuana, cannabinoid products, cannabinoid concentrates and cannabinoid extracts.
No Tobacco.  No tobacco items, including, but not limited to, cigarettes, cigars, pipes, chew snuff, electronic cigarettes and smokeless tobacco, shall be used in any building or on the grounds of JCEP, including the parking areas.
Marketing, Displays and Signage.  Permittee will not place any advertising or merchandise of any type (i.e., awnings, product displays, flyers, posters, etc.) outside of the Permittees designated booth space at any time. Permittee will be charged $150.00 per hour until such items are removed.  It is the policy of the JCEP to expressly forbid the placing of any material whatsoever on vehicles parked on JCEP property.  Promotional items must be approved by JCEP Management and the Merchant Vendor Coordinator prior to all events. Only products listed on the original application submitted by the Permittee and approved by the Merchant Vendor Coordinator shall be allowed for sale, display and/or giveaway. In all cases, products must be clearly priced.  All signage displayed by the Permittee must be professionally done.  The JCEP Management and the Merchant Vendor Coordinator reserve the right to approve signage or to request changes and improvements, and Permittees must comply with these requests. Permittee will not place any sign advertisement, post or other material or card on any part of the JCEP facilities or the Exhibit Space except in locations approved by the JCEP Management and the Merchant Vendor Coordinator for such period of time as may be approved by the JCEP Management and the Merchant Vendor Coordinator.  Permittee shall immediately, on notice by the JCEP Management, remove any material which the JCEP Management determines to be in violation of the paragraph.   
Hazardous Materials.  Permittee shall not, without the written consent of the JCEP Manager, operate any engine, motor or machinery on the JCEP facilities or the Exhibit Space or use oils, burning fluids, camphene, kerosene, propane, naphtha or gasoline for either mechanical or other purposes or any agent other than electricity for illuminating the Exhibit Space.
 
III.   GENERAL TERMS AND CONDITIONS.
 
A.  Insurance.  Permittee shall, at its sole cost and expense, procure and maintain in full force through the term of this Agreement (including setup and teardown) comprehensive general liability insurance with coverage limits of at least $1,000,000per occurrence; $2,000,000 aggregate for damage or injury to the Property, buildings or grounds of JCEP in the care, custody and control of Permittee, with each policy naming the Fair Board, Jackson County and its elected officials, officers, employees, agents and volunteers as additional insureds.  Permittee’s name on such policies shall be the same as on this Agreement.  The policies must obligate the issuing insurance company to provide at least 30 days prior written notice to the Fair Board before cancellation or change in coverage.  Evidence of coverage and additional insured endorsement(s) must be provided to JCEP at least 14 days prior to Permittee’s use of the Property.  Failure to meet any of these insurance mandates shall constitute a material breach of this Agreement by Permittee and the Fair Board may, at its discretion, terminate this Agreement.
B.  ​Responsibility for Property.  The Fair Board and Jackson County assume no responsibility to Permittee for any property placed in the Exhibit Space by Permittee, independent contractors, exhibitors or invitees, or for any loss incurred by Permittee as the result of any injury or damage to persons or property sustained during or by reason of the occupancy of the Exhibit Space by Permittee under this Agreement, it being understood that Permittee accepts the Exhibit Space as-is and based upon Permittee’s own inspection of the Exhibit Space as to its condition and safety.
C.  ​Parking.  Permittees will be assigned designated parking areas for authorized participants at no extra charge.  No parking in fire lanes at any time is permitted.
D.  ​Animals.  Pets are not allowed. Service Animals Only.  It is the responsibility of the Permittee to ensure that all animals are controlled safely and responsibly.  Animals must be on a leash at all times.  Owners are expected to clean up after their animals and deposit waste/manure in marked areas.
E.  ​Indemnity.  Permittee shall indemnify, hold harmless, and defend, the Fair Board, Jackson County and its elected officials, officers, employees, agents and volunteers from and against any and all claims, suits, actions, losses, damages, liabilities, costs or expenses (including reasonable attorney fees and costs, whether or not incurred in litigation) on account of personal injury, death or damage to or loss of property or profits resulting from or arising out of, in whole or in part, any act, omission, negligence, fault, threat to safety of person or property at JCEP, or violation of law or ordinance by Permittee or any person entering JCEP or the Exhibit Space with the implied or express permission or invitation of Permittee.  For purposes of this section, Permittee’s obligations include, but is not limited to, acts, omissions or negligence of Permittee, its members, officers, employees, agents, independent contractors, exhibitors, invitees, customers or other participants.  Neither Permittee, nor any claims representative or attorney engaged by Permittee, shall defend the claim in the name of the Fair Board, Jackson County and its elected officials, officers, employees, agents and volunteers without first receiving from Jackson County Counsel, in a form and manner determined appropriate by the Jackson County Counsel, authority to act as legal counsel for the Fair Board, Jackson County and its elected officials, officers, employees, agents and volunteers, nor shall Permittee settle any claim on behalf of the Fair Board, Jackson County and its elected officials, officers, employees, agents and volunteers without the approval of Jackson County.  The Fair Board, Jackson County and its elected officials, officers, employees, agents and volunteers shall have no liability to Permittee or its members, employees, agents, independent contractors, participants, exhibitors or invitees for any injury, loss, or damage caused by third parties or by any condition of the JCEP facilities or the Exhibit Space, except to the extent solely caused by the Fair Board’s gross negligence. 
F.  ​Default by Permittee.  If Permittee fails to keep or perform any of its obligations under the terms of this Agreement, at the time specified, and fails to correct said default immediately upon notice, the Fair Board may terminate this Agreement, re-enter the Exhibit Space and remove all persons and property.  Such termination and re-entry shall not relieve Permittee from the obligation of paying any amounts theretofore accrued or from liability for loss caused by Permittee’s breach or violations.
G.  ​Unforeseen Impossibility.  If fire or any other casualty or unforeseen occurrence of the occupation of JCEP by the federal or state government, or the effects of a labor dispute, render the JCEP to be occupied hereunder unusable, and render fulfilment of this Agreement impossible, then this Agreement shall terminate.  In such event, if the Permittee has not had any use of the Exhibit Space, the sums therefore paid shall be refunded to Permittee, but if the Permittee has used and occupied the Exhibit Space prior to such termination, Permittee shall pay for the use of the Exhibit Space only up to the time of such termination.  In the event of termination under this section, Permittee waives any claim for any damages or compensation.
H.  ​Cancellations.  Permittee shall not be entitled to cancel or otherwise terminate this Agreement without the express written consent of the JCEP Manager.  The Fair Board may cancel this Agreement upon 30 days’ written notice to Permittee.
I.  ​Discretionary Matters.  Any decision affecting any matter not herein expressly provided for in this Agreement shall rest solely within the discretion of the Fair Board and the JCEP Manager, as applicable.
J.  ​Attorney’s Fees.  In case a suit or action is instituted by either party hereto arising out of this Agreement, the prevailing party in such litigation, including any appeal, shall be entitled, in addition to costs and disbursements provided by statute, to reasonable attorney fees as determined by the court on trial or appeal.
K.  ​Amendments.  The terms of this Agreement shall not be waived, altered, modified, supplemented or amended, in any manner whatsoever, except by written instrument signed by the parties.
L.  ​Assignment.  Permittee shall not assign or transfer any of its interest, including booth spaces and Exhibit Space assignment, in this Agreement without the written consent of the JCEP Manager.  In the event that consent is granted for an assignment, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and the respective assignments.
M.  ​Governing Law; Jurisdiction; Venue.  This Agreement shall be governed and construed in accordance with the law of the State of Oregon without resort to any jurisdiction’s conflict of laws, rules or doctrines.  Any claim, action, suit or proceeding (collectively, “the claim”) between the Fair Board and the Permittee that arises from or relates to this Agreement shall be brought and conducted solely and exclusively within the Circuit Court of Jackson County for the State of Oregon.  Provided, however, if the claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon filed in Jackson County, Oregon.  Permittee, by the signature herein of its authorized representative, hereby consents to the in personam jurisdiction of said courts.
N.  ​Severability.  The parties agree that if any term or provision of this Agreement is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular term or provision to be held invalid.
O.  ​Waiver.  The failure of the Fair Board to enforce any provision of this Agreement shall not constitute a waiver by the Fair Board of that or any other provision.
 
PERMITTEE, BY THE ELECTRONIC SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE AT SUBMISSION OF THIS ORIGINAL APPLICATION, HEREBY ACKNOWLEDGES THAT PERMITTEE HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.
 
 

MERCHANT VENDOR TERMS & CONDITIONS
  
II.  PERMIT TO USE
 
A.  Permit to Use.  On the terms and conditions set forth below, the Fair Board grants to Permittee, its employees, agents, contractors, and invitees a permit to use and occupy a Merchant Vendor Exhibit Space for the:    
2024 Central Point Wild Rogue Pro Rodeo
 
Use of the JCEP grounds outside of any of the above-listed JCEP events and its facilities are not permitted unless specifically addressed in this Agreement.  Except as otherwise specifically stated herein, Permittee’s permit to use the JCEP facilities is non-exclusive.  Such exhibit space in the JCEP facilities to be used by Permittee are hereinafter referred to as the “Exhibit Space”.
 
B.  Use Agreement.  Permittee agrees, by submitting an electronic signature on this application, to all of Terms and Conditions set forth below by the Fair Board, and further understands upon approval, this application becomes a binding Use Agreement.
 
C.  Fees.  Full payment of applicable fees shall be paid to the JCEP office no later than 30 days prior to the Move-In date of the applied-for event. Payments for Exhibit Spaces are non-refundable. If for some reason Permittee is unable to participate in the event, cancellation must be received by the JCEP office no later than 15 days prior to the event.
 
II.   USE OF THE EXHIBIT SPACE
 
A.  ​Permitted Use. Permittee is granted a permit for the Exhibit Space for the sole permitted use for the sale of the products and/or services set forth in the original application submitted by the Permittee, setup, cleanup, and other activities incidental thereto, and for no other purpose.  All displays are to be kept within the Exhibit Space.  
Set Up Etiquette.  Permittee shall do its own setup and cleanup, including disposing of all trash and debris.  No tape, staples, nails, etc., may be used on JCEP buildings or equipment.  
Rule Enforcement.  The Fair Board does not relinquish its right to enforce rules, regulations and use policies for the operation of the JCEP facilities and the Exhibit Space, and for that purpose may enter the Exhibit Space at any time.  The Fair Board reserves the right to eject from the JCEP facilities and the Exhibit Space, or refuse entry to the JCEP facilities and the Exhibit Space, any person whose conduct or violation of JCEP’s rules, regulations and use policies render such person subject to being ejected or barred. And for the exercise of this authority, Permittee waives any right for claim against the Fair Board, Jackson County, and its elected officials, officers, employees, agents and volunteers.
No Early Teardown.  Permittee must stay for the entire open hours of the event with no packing or tear down prior to event closing.  If Permittee disassembles the Exhibit Space and/or fails to stay for the entire event without the permission of the Merchant Vendor Coordinator, Permittee will not be considered as a Returning Vendor..
Failure To Vacate.  Should Permittee fail to vacate the Exhibit Space by 3 hours after the closing of the event, *unless otherwise scheduled with the Merchant Vendor Coordinator, Permittee shall pay an additional use fee of $150 per hour (including partial hours) until Permittee has completely vacated and removed all of Permittee’s personal property from the Exhibit Space.
  
B. ​Restrictions on Use.  In connection with the Activities contemplated in this Agreement, Permittee shall, and shall cause its members, employees, agents, volunteers, independent contractors, exhibitors and invitees to abide by the following restrictions on use: 
Law Observance.  Conform to all applicable laws, statutes, regulations, ordinances, rulings and licensing requirements of any public authority relating to the sale of the Products or use of the Exhibit Space.
Compliance with Rules and Regulations.  Comply with all rules, regulations and use policies of the Fair Board and JCEP for management of the JCEP facilities.  If the attention of Permittee is called to any violation on the part of Permittee or any person admitted to the JCEP facilities or Exhibit Space by Permittee or any exhibitor or invitee of Permittee, Permittee shall immediately take such action as is reasonable with Permittee’s power to cause the violator to desist from and correct the violation.
Electricity.  If extra lights, other than regular house lights, or electrical power shall be required by Permittee, they shall be installed at Permittee’s expense and the electric power shall be paid by Permittee at current rates in effect for the Property.  All electrical connections must be made by JCEP contractors or staff.  Multiple plugs such as twin sockets, cube taps or similar devices will not be permitted and any such connections shall be corrected to conform with Fair Board Interim Use Policies and fire regulations, the cost thereof to be paid by Permittee; and all exhibitor’s electrical equipment shall be properly wired to meet Fire Underwriters specifications and all other statutes, ordinances and regulations.
Defacement of Buildings.  Permittee shall not injure, mar or in any manner deface the JCEP facilities or the Exhibit Space, or drive or permit to be driven any nails, hooks, tacks or screws in any part of the JCEP facilities or the Exhibit Space or make or allow to be made an alteration of any kind therein.  If the JCEP facilities or the Exhibit Space is damaged by the act, default or negligence of Permittee or any person or persons admitted to the JCEP facilities or the Exhibit Space by Permittee , Permittee shall pay to the Fair Board such sum as shall be necessary to restore the JCEP facilities and/or the Exhibit Space to its original condition.  Permittee assumes full responsibility for the acts and conduct of all persons admitted to the JCEP facilities or the Exhibit Space by Permittee and agrees to have on hand at all times sufficient security personnel to maintain order and protect persons and property.  
Water.  The Fair Board will furnish, through facilities presently installed on the JCEP premises, water for human consumption and for ordinary toilet or janitorial purposes, but for no other purpose, unless otherwise specifically provided for in this Agreement.  No water facility, appliance or apparatus thus furnished by the Fair Board will be used for any purpose other than that for which it is constructed, and no sweepings, rubbish, rags, paper or other substance shall be thrown in it.  If any such misuse results in damage to any such facility or equipment as a result of Permittee use or occupancy of the Exhibit Space, the damage shall be paid for by Permittee. 
No Marijuana.  No marijuana items are allowed in any building or on the grounds of JCEP, including the parking areas.  “Marijuana items” means marijuana, cannabinoid products, cannabinoid concentrates and cannabinoid extracts.
No Tobacco.  No tobacco items, including, but not limited to, cigarettes, cigars, pipes, chew snuff, electronic cigarettes and smokeless tobacco, shall be used in any building or on the grounds of JCEP, including the parking areas.
Marketing, Displays and Signage.  Permittee will not place any advertising or merchandise of any type (i.e., awnings, product displays, flyers, posters, etc.) outside of the Permittees designated booth space at any time. Permittee will be charged $150.00 per hour until such items are removed.  It is the policy of the JCEP to expressly forbid the placing of any material whatsoever on vehicles parked on JCEP property.  Promotional items must be approved by JCEP Management and the Merchant Vendor Coordinator prior to all events. Only products listed on the original application submitted by the Permittee and approved by the Merchant Vendor Coordinator shall be allowed for sale, display and/or giveaway. In all cases, products must be clearly priced.  All signage displayed by the Permittee must be professionally done.  The JCEP Management and the Merchant Vendor Coordinator reserve the right to approve signage or to request changes and improvements, and Permittees must comply with these requests. Permittee will not place any sign advertisement, post or other material or card on any part of the JCEP facilities or the Exhibit Space except in locations approved by the JCEP Management and the Merchant Vendor Coordinator for such period of time as may be approved by the JCEP Management and the Merchant Vendor Coordinator.  Permittee shall immediately, on notice by the JCEP Management, remove any material which the JCEP Management determines to be in violation of the paragraph.   
Hazardous Materials.  Permittee shall not, without the written consent of the JCEP Manager, operate any engine, motor or machinery on the JCEP facilities or the Exhibit Space or use oils, burning fluids, camphene, kerosene, propane, naphtha or gasoline for either mechanical or other purposes or any agent other than electricity for illuminating the Exhibit Space.
 
III.   GENERAL TERMS AND CONDITIONS.
 
A.  Insurance.  Permittee shall, at its sole cost and expense, procure and maintain in full force through the term of this Agreement (including setup and teardown) comprehensive general liability insurance with coverage limits of at least $1,000,000per occurrence; $2,000,000 aggregate for damage or injury to the Property, buildings or grounds of JCEP in the care, custody and control of Permittee, with each policy naming the Fair Board, Jackson County and its elected officials, officers, employees, agents and volunteers as additional insureds.  Permittee’s name on such policies shall be the same as on this Agreement.  The policies must obligate the issuing insurance company to provide at least 30 days prior written notice to the Fair Board before cancellation or change in coverage.  Evidence of coverage and additional insured endorsement(s) must be provided to JCEP at least 14 days prior to Permittee’s use of the Property.  Failure to meet any of these insurance mandates shall constitute a material breach of this Agreement by Permittee and the Fair Board may, at its discretion, terminate this Agreement.
B.  ​Responsibility for Property.  The Fair Board and Jackson County assume no responsibility to Permittee for any property placed in the Exhibit Space by Permittee, independent contractors, exhibitors or invitees, or for any loss incurred by Permittee as the result of any injury or damage to persons or property sustained during or by reason of the occupancy of the Exhibit Space by Permittee under this Agreement, it being understood that Permittee accepts the Exhibit Space as-is and based upon Permittee’s own inspection of the Exhibit Space as to its condition and safety.
C.  ​Parking.  Permittees will be assigned designated parking areas for authorized participants at no extra charge.  No parking in fire lanes at any time is permitted.
D.  ​Animals.  Pets are not allowed. Service Animals Only.  It is the responsibility of the Permittee to ensure that all animals are controlled safely and responsibly.  Animals must be on a leash at all times.  Owners are expected to clean up after their animals and deposit waste/manure in marked areas.
E.  ​Indemnity.  Permittee shall indemnify, hold harmless, and defend, the Fair Board, Jackson County and its elected officials, officers, employees, agents and volunteers from and against any and all claims, suits, actions, losses, damages, liabilities, costs or expenses (including reasonable attorney fees and costs, whether or not incurred in litigation) on account of personal injury, death or damage to or loss of property or profits resulting from or arising out of, in whole or in part, any act, omission, negligence, fault, threat to safety of person or property at JCEP, or violation of law or ordinance by Permittee or any person entering JCEP or the Exhibit Space with the implied or express permission or invitation of Permittee.  For purposes of this section, Permittee’s obligations include, but is not limited to, acts, omissions or negligence of Permittee, its members, officers, employees, agents, independent contractors, exhibitors, invitees, customers or other participants.  Neither Permittee, nor any claims representative or attorney engaged by Permittee, shall defend the claim in the name of the Fair Board, Jackson County and its elected officials, officers, employees, agents and volunteers without first receiving from Jackson County Counsel, in a form and manner determined appropriate by the Jackson County Counsel, authority to act as legal counsel for the Fair Board, Jackson County and its elected officials, officers, employees, agents and volunteers, nor shall Permittee settle any claim on behalf of the Fair Board, Jackson County and its elected officials, officers, employees, agents and volunteers without the approval of Jackson County.  The Fair Board, Jackson County and its elected officials, officers, employees, agents and volunteers shall have no liability to Permittee or its members, employees, agents, independent contractors, participants, exhibitors or invitees for any injury, loss, or damage caused by third parties or by any condition of the JCEP facilities or the Exhibit Space, except to the extent solely caused by the Fair Board’s gross negligence. 
F.  ​Default by Permittee.  If Permittee fails to keep or perform any of its obligations under the terms of this Agreement, at the time specified, and fails to correct said default immediately upon notice, the Fair Board may terminate this Agreement, re-enter the Exhibit Space and remove all persons and property.  Such termination and re-entry shall not relieve Permittee from the obligation of paying any amounts theretofore accrued or from liability for loss caused by Permittee’s breach or violations.
G.  ​Unforeseen Impossibility.  If fire or any other casualty or unforeseen occurrence of the occupation of JCEP by the federal or state government, or the effects of a labor dispute, render the JCEP to be occupied hereunder unusable, and render fulfilment of this Agreement impossible, then this Agreement shall terminate.  In such event, if the Permittee has not had any use of the Exhibit Space, the sums therefore paid shall be refunded to Permittee, but if the Permittee has used and occupied the Exhibit Space prior to such termination, Permittee shall pay for the use of the Exhibit Space only up to the time of such termination.  In the event of termination under this section, Permittee waives any claim for any damages or compensation.
H.  ​Cancellations.  Permittee shall not be entitled to cancel or otherwise terminate this Agreement without the express written consent of the JCEP Manager.  The Fair Board may cancel this Agreement upon 30 days’ written notice to Permittee.
I.  ​Discretionary Matters.  Any decision affecting any matter not herein expressly provided for in this Agreement shall rest solely within the discretion of the Fair Board and the JCEP Manager, as applicable.
J.  ​Attorney’s Fees.  In case a suit or action is instituted by either party hereto arising out of this Agreement, the prevailing party in such litigation, including any appeal, shall be entitled, in addition to costs and disbursements provided by statute, to reasonable attorney fees as determined by the court on trial or appeal.
K.  ​Amendments.  The terms of this Agreement shall not be waived, altered, modified, supplemented or amended, in any manner whatsoever, except by written instrument signed by the parties.
L.  ​Assignment.  Permittee shall not assign or transfer any of its interest, including booth spaces and Exhibit Space assignment, in this Agreement without the written consent of the JCEP Manager.  In the event that consent is granted for an assignment, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and the respective assignments.
M.  ​Governing Law; Jurisdiction; Venue.  This Agreement shall be governed and construed in accordance with the law of the State of Oregon without resort to any jurisdiction’s conflict of laws, rules or doctrines.  Any claim, action, suit or proceeding (collectively, “the claim”) between the Fair Board and the Permittee that arises from or relates to this Agreement shall be brought and conducted solely and exclusively within the Circuit Court of Jackson County for the State of Oregon.  Provided, however, if the claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon filed in Jackson County, Oregon.  Permittee, by the signature herein of its authorized representative, hereby consents to the in personam jurisdiction of said courts.
N.  ​Severability.  The parties agree that if any term or provision of this Agreement is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular term or provision to be held invalid.
O.  ​Waiver.  The failure of the Fair Board to enforce any provision of this Agreement shall not constitute a waiver by the Fair Board of that or any other provision.
 
PERMITTEE, BY THE ELECTRONIC SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE AT SUBMISSION OF THIS ORIGINAL APPLICATION, HEREBY ACKNOWLEDGES THAT PERMITTEE HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.