Contractor Agreement

FRESH SUMMIT EXHIBITOR APPOINTED CONTRACTOR AGREEMENT

The undersigned Exhibitor Appointed Contractor (EAC) Company has been designated by an exhibitor to perform certain services for the exhibitor at the Produce Marketing Association (herein after “PMA”) Fresh Summit Expo 2021 to be held at the Ernest N. Morial Convention Center in New Orleans, LA on October 28 – 30, 2021. In consideration of permitting the EAC Company to perform such services at the PMA Fresh Summit Expo, the EAC Company and PMA hereby agree as follows:

The EAC Company will abide by all rules and regulations imposed by PMA and the Ernest N. Morial Convention Center, including those contained in the Exhibitor Service Manual. The EAC Company will abide by all applicable local, state, and/or federal labor regulations and laws. No EAC Company shall be permitted onto the show floor (exhibit area) or perform any work thereon unless and until all of the provisions of this Agreement are fully met.

The EAC Company shall submit Certificates of Insurance confirming the following:

a.) Worker’s Compensation insurance of at least $1,000,000.00 and which meets all requirements established by the State of Louisiana;
b.) Comprehensive general liability insurance of at least $1,000,000.00 in coverage per occurrence and which names PMA, the Ernest N. Morial Convention Center, and Global Experience Specialists (GES) as additional insureds; and the Certificate of Insurance shall evidence such additional insured status;
c.) If a vehicle will be in the booth, Automobile liability insurance of at least $1,000,000.00 bodily injury for all owned, non-owned, and fired vehicles used in and around the facility;
d.) If a vehicle will be in the booth, $500,000.00 in property damage is required;
e.) The Insurer will provide PMA, within 30 days, prior written notice in the event of cancellation or material reduction in any of the above coverage;
f.) The Insurer waives its rights of subrogation against PMA;
g.) The insurance coverage is primary and not contributory to any insurance coverage held by PMA.
h.) The insurance coverage period must remain active between October 25, 2021 and November 1, 2021.
i.) The Certificate Holder section names Produce Marketing Association, 1500 Casho Mill Road, Newark, DE 19711.

All insurance required under this Agreement must be written by an insurance company admitted to do business in Louisiana. Nothing herein shall be construed as limiting in any way the extent to which the EAC Company may be held responsible for damages to persons or property resulting from the EAC Company’s performance of services.

PMA will review the certificates provided by the EAC Company to substantiate the adequacy of coverage. If at any time PMA determines that any of the required coverage is lacking or not properly documented, PMA will promptly notify the EAC Company. If the EAC Company does not provide PMA with Insurance certificates satisfactory to PMA within the timeframe requested, this Agreement may be terminated at the option of PMA. If PMA elects to so terminate this Agreement, approval of the EAC Company to perform services for any exhibitor at the PMA Fresh Summit Expo will automatically be revoked and the exhibitor(s) that designated the EAC Company will be so notified by PMA.

The EAC Company will ensure that the exhibitor submits an EAC Request Form to PMA with respect of such third party service provider. Under no circumstances is the EAC Company permitted to perform any services for any other exhibitor. These copies represent exhibitors who designated the EAC Company prior to the deadline date of ***October 4, 2021***. After that date, official contractors in the exhibitor manual/kit will be used. For services that are exclusive, as indicated in the Exhibitor Service Kit, only official contractors should be used for electrical, telephone, plumbing, drayage, security, booth cleaning, rigging, pipe and drape, aisle carpet, millwork, etc..

The EAC Company shall be prepared to show evidence that it has a valid authorization from the exhibitor(s) for services. If requested, provide evidence to the official contractor GES, that it possesses applicable and current contracts with the exhibitor(s).

PMA reserves the right upon notice to the EAC Company to revoke the approval of the EAC Company in respect to any or all exhibitors and to remove the EAC from the show floor (exhibit area):

a.) In the event of a breach by the EAC Company of any of the provisions of this Agreement or a breach by the EAC Company of any the rules, regulations, and contract conditions.
b.) In the event that the EAC Company participation in the PMA Fresh Summit Expo may, in the opinion of PMA, lead to strikes, picketing, or other labor action directed at the show, or other disruption of the PMA Fresh Summit Expo, or unreasonable interference with or inconvenience to the show or any of its exhibitors.

The EAC Company will fully cooperate with, not interfere with, and not otherwise burden the work of PMA designated contractors. The EAC Company will share appropriately with the PMA designated contractors all reasonable costs incurred in connection with the EAC Company operation, including excess debris, overtime pay for stewards, security, restoration of exhibit space to its initial condition.

The EAC Company will not solicit business on the show floor during installation, during the show days of PMA Fresh Summit Expo, or during dismantling.

The EAC Company will not move, open, or otherwise tamper with any crates, boxes, cartons, or other containers, or equipment, displays, or any materials belonging to any exhibitor except the exhibitor(s) for whom the EAC Company is providing services. Booth materials/crates unloaded during installation will be immediately tagged as empty for quick removal. All exhibit construction must be completed by 5:00 PM on Friday October 28, 2021 final inspection by PMA show management, the fire marshal, electrical inspectors, and GES. The EAC Company will remove all ladders, gang boxes, coffee stands, check-in desks, and all other work materials completely from the exhibit area and /or common areas by 5:00PM on Friday, October 28, 2021. Any property or materials of the EAC not removed by this time is subject to removal by PMA show management at the sole expense of the EAC Company.

The EAC Company will protect, defend, indemnify and hold harmless PMA, GES, the Ernest N. Morial Convention Center, and their officers, directors, employees and agents, and their successors, assigns and affiliates, from against and in respect of any and all claims, actions, judgments, demands, liabilities, losses, costs, damages, charges, and expenses, including without limitation, attorney’s fee, arising as a result or otherwise related in any way to the participation of the EAC Company in the PMA Fresh Summit Expo (including, without limitation, injury to persons or damage to property) or the failure of the EAC Company or its employees, contractors, or agents to comply with this Agreement. The EAC Company acknowledges and agrees that the EAC Company insurance shall be primary and not contributory to any insurance coverage held by PMA. Any insurance held by PMA shall be only excess over and above any insurance of the EAC Company, and there shall be no right of contribution for any asserted claim unless and until the insurance coverage limit of the EAC Company has been exhausted.

EAC assumes all risks associated with, resulting from, or arising in connection with, attendance at the Event and/or participation in Event-related activities, including, without limitation, all risks of theft, loss, harm, damage, illness or sickness (including those caused by infectious or communicable disease such as COVID-19, H1N1, or other illness or sickness causes by viruses), or injury to the person (including death) or property damage, whether caused by negligence, intentional act, accident, act of God, or otherwise, and whether occurring before, during or after the Event, as the case may be. The EAC also agrees that neither PMA nor its agents, officers, directors, members, contractors or employees shall be liable for illness, sickness, or injuries to the person(including death) or loss or damage to property resulting from, occurring at or arising out of the Event or any Event-related activities or for any indirect, incidental, consequential, special, punitive, or exemplary damages; and releases and discharges such persons and entities from, and covenants not to sue such persons and entities with respect to, any and all risks, injuries, losses, damages and liabilities described herein.

The EAC Company acknowledges and agrees that in the event of a breach by the EAC Company of any of the provisions of this Agreement, in addition to other remedies available by law, PMA reserves the right to deny the approval of the EAC Company from participating in future PMA events.

EAC Companies will have a supervisor check in with Show management at a special area upon arrival at the convention center each day with a photo ID in order to be issued wristbands. During non-show hours, EAC Companies that are properly credentialed with an official show badge or wristband are permitted on the show floor (exhibit area) during the designated installation and dismantling periods. During show days, EAC Company representatives must have an official show badge in their name as provided by the exhibiting company. EAC Company representatives having special needs requiring additional time prior to, or after official published times must obtain written passes from show management. Show management has sole right to refuse admission.

The EAC Company may not assign or subcontract this Agreement or any rights or obligations contained herein without prior written consent of PMA.

This Agreement is to be interpreted under the laws of the State of Delaware. Any and all disagreements between the EAC Company and PMA arising from or relating in any way to this Agreement or the PMA Fresh Summit Expo, including any claim relating to actions or omissions by the EAC Company, PMA, or their officers, directors, employees, or agents and any claim relating to the termination of the EAC Company authority to perform work at the PMA Fresh Summit Expo, will be resolved by binding arbitration conducted in New Castle County, Delaware.  This includes any claim by the EAC Company against PMA, or by PMA against the EAC Company, regardless of whether a claim is also against other persons or entities.

In the event of any such arbitration, PMA and the EAC Company shall select a nominator and the nominators will then select an arbitrator. The arbitrator will be instructed to conduct binding arbitration under procedures established by the arbitrator in order to maximize the speed, efficiency, and fairness of the arbitration, and with the arbitrator empowered to allocate and assess, in the arbitrator’s sole discretion, all costs and fee of the arbitration.