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HomeMy WebLinkAbout2018-489-E Coop Ext - Elia K Bizzarri LocalFest vendorDocuSign Envelope ID: A35DEDEE -3F13- 4125- B653- 349525E3C6A5 [Departmental Use Only] TITLE Wood Furn. Demo FY 2018 -19 NORTH CAROLINA LOCAL FEST VENDOR AGREEMENT ORANGE COUNTY This Agreement (hereinafter "Agreement "), made and entered into this 13th day of August, 2018, ( "Effective Date ") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County ") and Hand Tool Woodworking, (hereinafter, the "Vendor "). WITNESSETH: That the County desires individuals and business entities to provide Orange County Local Fest Attendees with access to activities and services commonly associated with similar festivals and Vendor desires to provide such activities and services. Therefore, County and Vendor, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope. i) This Agreement is for Vendor's participation in the Orange County Local Fest at which Vendor will have a space for interaction with attendees of the festival with respect to (insert type of activity): All activities as described in Vendor's application, which is incorporated herein. ii) By executing this Agreement, the Vendor represents and agrees that Vendor is qualified to perform and fully capable of performing and providing the services and activities set out in La.i). iii) The services and activities to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. 2. Responsibilities of the Vendor a. Services /Activities. The Vendor shall provide all services and activities described in Section 3 in accordance with the highest standards. b. Standard of Care. i) The Vendor shall exercise reasonable care and diligence in performing services and activities under this Agreement in accordance with the highest generally accepted standards of this type of service and activity throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services and activities. Vendor is solely responsible for the quality and safety of all work related to the Basic Services. LF2018 v.1. DocuSign Envelope ID: A35DEDEE -3F13- 4125- B653- 349525E3C6A5 ii) Vendor shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. iii) In performing the services and activities contemplated herein the Vendor is acting on its own behalf and not on behalf of the County. iv) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Vendor represents that it and/or its employees, agents, and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. 3. Basic Services a. Basic Services. The services and activities to be engaged in pursuant to this Agreement are as follows (fully describe services to be provided): Only those services and activities fully described by Vendor in Vendor's application, attached hereto and incorporated herein. 4. Duration of Services a. Term. The term of this Agreement shall be from the date first recorded above to September 30, 2018. b. Scheduling of Services. i) The Vendor shall schedule and perform its activities in a timely manner. ii) The Commencement Date for the Vendor's Basic Services shall be September 29, 2018. 5. Compensation a. Compensation for Basic Services. There shall be no financial compensation for the Basic Services unless specifically designated in this subsection. Unless additional compensation for Basic Services is specified below Vendor acknowledges its participation in the Orange County Local Fest and Vendor's ability thereby to promote itself to the public is legally sufficient consideration for its services. i) Compensation for Basic Services shall not exceed $500. (IF NO COMPENSATION IS PROVIDED MARK THIS FIELD N /A) b. Additional Services. Vendor shall not provide any services other than those identified in this Agreement and the Vendor's application. 6. Responsibilities of the County Cooperation and Coordination. The County has designated its contractor (Evan hatch) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the LF2018 v.1. 2 DocuSign Envelope ID: A35DEDEE -3F13- 4125- B653- 349525E3C6A5 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 artisans strictly selling goods. Tier 2 will include performers such as bands and singers. Tier 3 will include low risk demonstrations that don't involve fire, heat elements /cooking, sharp objects, animals, baked good sales, and other similar activities. Tier 4 will include food trucks, alcohol vendors, animal rides, stage assembly /rentals, and other similar activities. b. Tier 1. ® If checked, insurance requirements are waived. 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). Vendor shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. d. Tier 3. ❑ If checked, Tier 3 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.oran e�ync. og v /departments /purchasing division/contracts.php.) Tier 3 vendors should obtain coverage at the "Standard Risk" level. Orange County shall be named as an additional insured for General Liability. Vendor shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. e. Tier 4. ❑ If checked, Tier 4 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.oran ecountync. og v /departments /purchasing division/contracts.php.) In addition to the Standard Risk requirements for Auto Liability and Workers' LF2018 M. 3 DocuSign Envelope ID: A35DEDEE -3F13- 4125- B653- 349525E3C6A5 Compensation, Vendor's selling or serving alcohol should provide a certificate of insurance noting limits of one million/two million dollars with a four million dollar umbrella policy for general liability with an endorsement for host liquor liability at these limits. The County shall be named as additional insured for General Liability. All other Tier 4 vendors should provide a certificate of insurance noting limits of one million/two million dollars with a four million dollar policy for general liability with the County named as an additional Insured. 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 Project 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. Amendments to the Agreement a. Changes in Basic Services. Vendor agrees that only the Basic Services described herein may be engaged in at the Orange County Local Fest. Any changes in the Basic Services shall be made only by a written Amendment to this Agreement executed by the County and the Vendor. 10. 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. b. Compensation After Termination. i) In the event of termination, the Vendor shall not be entitled to compensation or damages. c. 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. d. Suspension. Prior to September 26, 2018, County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Vendor or, beginning on September 27, 2018, immediately and with verbal notice to Vendor, also without penalty to County. Upon any suspension by County, Vendor shall discontinue work on the Basic Services and shall not resume LF2018 v.1. 4 DocuSign Envelope ID: A35DEDEE -3F13- 4125- B653- 349525E3C6A5 the Basic Services unless notified to proceed by County. If, after such suspension, County determines Vendor is in breach and the breach may not be cured to County's satisfaction, County may terminate this Agreement and remove Vendor and its goods and equipment from the Orange County Local Fest. 11. 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. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Vendor affirms that Vendor and any subcontractors of Vendor are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Vendor certifies that Vendor has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G. S. 147 - 86.58. By executing this Agreement Vendor certifies that Vendor has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G. S. 147 - 86.81. c. 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.oran ecountync. og v /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. d. Dispute Resolution. Any and all suits or actions to enforce, interpret, or seek damages with respect to any provision of, or the performance or non - performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either party, however, the parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Vendor and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. LF2018 v.1. 5 DocuSign Envelope ID: A35DEDEE -3F13- 4125- B653- 349525E3C6A5 f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the parties. g. Priority. Should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. Specifically, the order of priority shall be: This Agreement, the Orange County Local Fest Rules and Regulations, Waste Diversion Vendor Guidelines, Vendor's application. All referenced documents are attached hereto as Exhibit 1. h. Si _nom. 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. 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 Attention: Melissa Allison P.O. Box 8181 Hillsborough, NC 27278 Vendor's Name Hand Tool Woodworking 2815 Moorefields Rd 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: DocuSigned by: By: 66ln.,VA.il.t#Yit County Ma d1637994n755E477. . v LF2018 v.1. 6 VENDOR: UocuSigned by: By:aj"7 .AAEMEOWBWO0... Elia K Bizzarri Printed Name and Title DocuSign Envelope ID: A35DEDEE -3F13- 4125- B653- 349525E3C6A5 RULES AND REGULATIONS READ BEFORE SIGNING APPLICATION ACCESS: Orange County expects all attendees to be welcome and included at the Orange County Local Fest. We appreciate your cooperation in offering additional assistance to attendees if needed. As a Vendor at Orange County Local Fest you are expected to comply with, not only all ADA guidelines, but with any and all applicable Federal, State, and Local accessibility and anti - discrimination laws, rules, and regulations. ALCOHOLIC BEVERAGES & ILLEGAL SUBSTANCES: Alcoholic beverages, except as specifically authorized herein, and illegal substances are not allowed at the Orange County Local Fest or its parking areas. Any Vendor or attendee found under the influence or in possession of alcohol or illegal substances will be required to leave the Orange County Local Fest immediately, will not be allowed back on the premises, and will be subject to arrest. BALLOONS: No balloons will be allowed for booth /stand decorations or to be passed out to the public. BEER GARDEN: Local brewery Vendors may, subject to application approval, engage in beer tasting activities subject to the restrictions below. Beer garden Vendors must secure and possess all appropriate licenses. As part of the application Vendors must depict the size and configuration of any proposed beer gardens. Beer gardens are required, at a minimum, to cordon off areas for possessing and drinking beer by erecting a physical barrier in and around their assigned areas and to clearly designate, through wristbands or other clearly visible means, all individuals who have been verified by the Vendor to be of a legal drinking age. Tent structures may be used for beer gardens when appropriate security measures are employed. Any tent meeting the threshold for permitting under the N.C. Fire Code shall be permitted by the Fire Marshal Division. Entrances and exits must be clearly designated and must comply with North Carolina Fire Code. The Fire Marshal will establish a maximum occupancy for beer gardens based on the proposed square footage, usage, and furnishings of the beer garden. Beer gardens may not commence operations until they have passed all inspections and received a certificate of occupancy where applicable. BEVERAGES SOLD: No drinks are to be sold in glass bottles. CONTRACT: Every individual or company participating as a Vendor must have a written contract. Orange County reserves the right to cancel at any time all contracts made with Vendors for any infraction of the rules or regulations and to cancel or modify all contracts, whatever kind, due to an occurrence beyond the reasonable control of Orange County, such as inclement weather, war, riot, terrorism, fire, flood, storm or pestilence, which prevents holding the event for all or part of the time allotted for the event. Vendors must abide by all applicable local, state, and federal laws. DEFAULT: Any Vendor who fails to appear and provide the services and activities to which they agreed will have their contract terminated. This does not limit the definition of default to a failure to participate in the Orange County Local Fest. SIGNS /DISPLAYS AND PRODUCTS: Orange County shall have final approval and control over all signs, displays, booths, and stands of every kind within the Orange County Local Fest. DocuSign Envelope ID: A35DEDEE -3F13- 4125- B653- 349525E3C6A5 ELECTRIC: Orange County will provide access to electrical generators for Vendors whose application indicates a need for an electrical generator. If Vendors are plugging directly into generators no permit is required. If generators feed temporary panels that are used by Vendors, an Electrical Permit is required. FIREARMS: Firearms and other weapons, concealed or open carry, are prohibited at the Orange County Local Fest. FIRE SAFETY /HEALTH INSPECTIONS: Food vendors cooking in deep fat fryers or ordinary fryers must have a rated fire extinguisher Type K and current inspection. The Fire Marshal will inspect stands and trucks for these and the Public Health Department will inspect stands and food trucks prior to the opening at 10:00 a.m. on September 29, 2018. Food vendors may not commence operations until they have passed all inspections. FOOD VENDORS: Food vendors must secure and possess all appropriate licenses. Food vendors engaging in demonstrations are required to separate attendees from the areas where the demonstration is taking place. INSURANCE REQUIREMENTS: Each participating Vendor shall maintain insurance as required by its contract with Orange County. LIABILITY: All property brought onto the grounds will be done so at the owner's risk. Property owners will assume all responsibility for loss, damage, or theft. Vendors and all other persons, firms, corporations, and other entities must make their own arrangements to protect their property at all times. Orange County and its officers, officials, agents, and employees are not responsible for any loss, damage, or injury to property or persons (including death or serious bodily injury). This includes without limitation, booths, stands, electronic equipment, automobiles in parking lots, articles left in cars, accidents, theft, fire, the elements or any other conditions. NC SALES TAX GUIDELINES: In accordance with the requirements of N.C. Gen. Stat. § 66 -255, each Vendor must register with the North Carolina Department of Revenue prior to the event and exhibit a valid Certificate of Registration for visual inspection by the event operator at the time of registration. Each Vendor must keep the Certificate of Registration prominently displayed, so as to be visible for inspection by patrons of the Vendor at the places or locations at which goods are offered for sale. A print -out or copy of a sales and use tax coupon from the Department's online registry will suffice. PARKING: Vendors shall park only in areas designated by Orange County. Vehicles parked in Fire Lanes or "No Parking" Zones will be towed immediately at the owner's expense. PROPANE GAS: Food Vendors are responsible for obtaining or arranging propane delivery to their stand. SIGNAGE: All vendor signs are subject to removal by Orange County. SMOKING:I Smoking is prohibited on Orange County property and there shall be no smoking allowed at the Orange County Local Fest. Anyone found to be in violation of this requirement shall be removed from the event. SPACE: Orange County has sole discretion on placement and moving of the Vendors booths /stands. Vendors shall cover or isolate storage items alongside and behind their units to prevent access by the public. Vendors may begin set -up September 28, 2018 between the hours of 12:00 p.m. and 6:00 p.m. and DocuSign Envelope ID: A35DEDEE -3F13- 4125- B653- 349525E3C6A5 September 29, 2018 between the hours of 6:00 a.m. and 9:00 a.m. Orange County, Orange County Public Health, and the Fire Marshal will start their inspections of Vendor stands at 8:00 a.m. on September 29, 2018. PLEASE BE READY. ALL FOOD VENDOR INSPECTIONS MUST BE COMPLETED BY 10:00 A.M. ON SEPTEMBER 29th. ALL VENDORS MUST BE SET -UP AND READY TO SERVE THE PUBLIC BY 10:00 A.M., SEPTEMBER 29, 2018. The Health Department, inspectors, and Fire Marshal report all issues /concerns on an ongoing basis to Orange County. Orange County reserves the right to terminate the agreement with any Vendor immediately due to repeat issues and /or any one issue deemed by Orange County to be serious enough of an infraction to terminate agreement. On Saturday, September 29, 2018 at 7:30 p.m., tear down will begin and may continue until 9:00 p.m. Tear down may resume on September 30, 2018 at 9:00 a.m. and will conclude by 12:00 p.m. Tear down will be done in a professional manner. Vehicles will be permitted to move into the thoroughfares in an orderly manner to assist with tear down. Vendors shall be responsible for any and all damage to County property caused by the Vendor's negligence. VEHICLES: Except as noted herein, only Orange County staff may drive vehicles of any kind including carts on event thoroughfares during the event. Anyone in violation of this rule will have their vehicle towed at the owner's expense. WASTE & GREASE DISPOSAL: All Vendors serving food must plan in advance to distribute to the public only serving ware that is recyclable (bottles, cans, and aluminum foil) or "Certified Compostable ". See attachment for list of items. Items that are not identified as compostable or recyclable in the Orange County Recycling program may not be served Trash - sorting stations for the separation of compostable waste (food, food - related paper such as paper plates and napkins, and other Certified Compostable serving ware such as PLA cups), recycling and true trash will be available throughout the event. Waste produced inside and around food stands should be put into appropriate receptacles. Grease must be placed in appropriate grease containers and removed from Orange County property by Vendor. Orange County does not provide grease containers. Vendors not serving food must plan to carry out all materials, waste and otherwise, that they bring in to the event that is not distributed to event - goers, except where they can properly utilize the recycling and compost collection services at the event. All Vendors must separate their wastes accordingly in the provided containers, or carry items out with them at the close of the event. All Vendors shall flatten all cardboard boxes and bring them to the on -site cardboard dumpster for disposal, or if no on -site cardboard dumpster is provided, remove them from the site at the end of the event. Vendors shall keep booths /stands clean and sanitary at all times. Each Vendor is responsible for cleanup and removal of non-compostable and non - recyclable waste. UTILITY USE: Any vendor using water, sewer, and /or electric must do so in accordance with established guidelines and North Carolina law. Food and beverage vendors must provide their own source of water and must be in compliance with North Carolina law. DocuSign Envelope ID: A35DEDEE -3F13- 4125- B653- 349525E3C6A5 Elia Bizzarri VENDOR NAME: Primary Contact Person: 2815 Moorefields Rd Address: Telephone: Website: PRODUCTS / DISPL AY VENDOR APPLICATION City: Hillsboro NC 27278 State: Zip: Email Address: elia@handtoolwoodworking.com List ALL of the products which you will be displaying or selling during the Orange County Local Fest. Vendor locations will be assigned based on this list. FOOD VENDORS SHOULD ATTACH THEIR FULL MENU. none Electrical generator needed? YesX No SIGNATURE / ACKNOWLEDGMENT The applicant understands that this is an APPLICATION for space ONLY, and it is NOT a CONTRACT with Orange County. I have read and understand the Vendor Rules and Regulations in their entirety and will comply with all terms and conditions within. I will make the Rules and Regulations available to all persons operating booths) /stand(s) and ensure their compliance as well. The individual executing below represents to Orange County that such individual has the authority to represent any entity purported to be represented by such individual. By my signature below, I hereby agree to all terms and conditions set above. I understand that Orange County reserves the right to cancel at any time all contracts made with vendors for ANY conduct at any time deemed unprofessional by Orange County that would have resulted in denial of this application. I understand and agree to abide by all applicable local, state, and federal laws. I certify that the information stated in this application is complete and true to the best of my knowledge. Docu5igned by: Signature of Applicant: 6a biAnaY4[ Date: 8/22/2018 Print Name: AAE56E060B4A40D...