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HomeMy WebLinkAbout2018-527-E Coop Ext - Thomas Justin Robinson LocalFest vendorLF2018v.1. 1 [Departmental Use Only] TITLEDemo FY2018-19 NORTH CAROLINA LOCAL FEST VENDORAGREEMENT ORANGE COUNTY This Agreement(hereinafter “Agreement”), made and entered into this 13thday of August, 2018,(“Effective Date”) by andbetween OrangeCounty, North Carolinaapolitical subdivision of the State of North Carolina(hereinafter, the "County") and Thomas Justin Robinson, (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 Vendordesires 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 Vendorwill have a space for interaction with attendees of the festivalwith respect to (insert type of activity):All activities as described in Vendor’s application, which is incorporated herein. ii)By executing this Agreement, the Vendorrepresents and agrees that Vendoris qualified to perform and fully capable of performing and providing the services and activities set out in1.a.i). iii)The services and activities to be performed under this Agreement consist of Basic Services, as described and designated in Section3 hereof. 2.Responsibilities ofthe 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 Vendorshall exercise reasonable care and diligence in performing services and activitiesunder this Agreement in accordance with the highest generally accepted standards of this type of service and activitythroughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these servicesand activities.Vendor is solely responsible for the qualityandsafetyof all work related to the Basic Services. DocuSign Envelope ID: C41F81C2-0E8A-4FC1-87BD-07663DAAA823 LF2018v.1. 2 ii)Vendorshall be responsible for all errors or omissionsof its agents, contractors, employees,or assignsin the performance of the Agreement. iii)In performing the services and activities contemplated herein the Vendoris 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 Vendorrepresents that it and/or its employees, agents,and subcontractorsengaged 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.Theservices and activities to be engaged inpursuant 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 Agreementshall be from the date first recorded aboveto September 30, 2018. b.Scheduling of Services. i)The Vendorshall schedule and perform itsactivities 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 Servicesunless specifically designated in this subsection.Unless additional compensation for Basic Services is specified below Vendoracknowledges its participation in the Orange County Local Fest and Vendor’s ability thereby to promote itself to the public islegally sufficient considerationfor its services. i)Compensation for Basic Services shall not exceed $300. (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 DocuSign Envelope ID: C41F81C2-0E8A-4FC1-87BD-07663DAAA823 LF2018v.1. 3 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. c.Tier 2.If checked, Tier 2insurance Requirements are applicable to this Agreement. Vendorshall 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). Vendorshall 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 3insurance Requirements are applicable to this Agreement. Vendorshall 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 isincorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Tier 3 vendors should obtaincoverage at the “Standard Risk” level. Orange County shall be named as an additional insured for General Liability. Vendorshall 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 4insurance Requirements are applicable to this Agreement. Vendorshall 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.) In addition to the Standard Risk requirements for Auto Liability and Workers’ DocuSign Envelope ID: C41F81C2-0E8A-4FC1-87BD-07663DAAA823 LF2018v.1. 4 Compensation, Vendor’s selling or serving alcohol should provide a certificate of insurance noting limits of one million/two million dollarswith 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 dollarswith a four million dollarpolicy for general liability with the County named as an additional Insured. Vendorshall 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 Vendoragrees, 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 Vendorto indemnify the County to the fullest extent permitted under North Carolina law. 9.Amendments to the Agreement a.Changes in Basic Services.Vendoragrees 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 partiesand 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 Vendorshall not be entitled to compensation or damages. c.Waiver.The failure of the County to require compliance by the Vendorwith 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 Servicesand this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Vendoror, beginning on September 27, 2018,immediately and with verbal notice toVendor, also without penalty to County. Upon any suspension by County, Vendorshall discontinue work on the Basic Services and shall not resume DocuSign Envelope ID: C41F81C2-0E8A-4FC1-87BD-07663DAAA823 LF2018v.1. 5 the Basic Servicesunlessnotified to proceed by County.If, after such suspension, County determines Vendor isin breach and the breach may not be cured to County’s satisfaction, County may terminate this Agreement andremove Vendor and its goods and equipment from the Orange County Local Fest. 11.Additional Provisions a.Limitation and Assignment.The County and the Vendoreach bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Vendorshall 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 Vendoraffirms that Vendorand any subcontractors of Vendorare and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes.By executing this Agreement Vendor certifies that Vendorhas not been identified, and has not utilized the services of any agent or subcontractoridentified, on the list created by the State Treasurer pursuant to G.S. 147-86.58.By executing this Agreement Vendorcertifies that Vendorhas not been identified, and has not utilized the services of any agent or subcontractoridentified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c.Non-Discrimination.Vendorshall 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 Policyand Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/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 OrangeCounty, 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.EntireAgreement.This Agreement represents the entire and integrated agreement between the County and the Vendorand 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. DocuSign Envelope ID: C41F81C2-0E8A-4FC1-87BD-07663DAAA823 LF2018v.1. 6 f.Severability.If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall bevalid 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 documentsare attached hereto as Exhibit 1. h.Signatures.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 Article11A and Article 40 of North Carolina General Statute Chapter 66. i.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 CountyVendor’s Name Attention:Melissa AllisonThomas Justin Robinson P.O. Box 81811009 Milton Rd. Hillsborough, NC 27278Durham, NC 27712 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:VENDOR: By: _________________________________ County Manager By: __________________________________ Thomas Justin Robinson Printed Name and Title DocuSign Envelope ID: C41F81C2-0E8A-4FC1-87BD-07663DAAA823 RULESANDREGULATIONS READBEFORE SIGNINGAPPLICATION ACCESS:Orange County expects all attendees to be welcome and included at the Orange County Local Fest.Weappreciateyour cooperation in offering additionalassistance toattendeesifneeded.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&ILLEGALSUBSTANCES: Alcoholicbeverages, except as specifically authorized herein,andillegalsubstancesarenotallowedat the Orange County Local Fest or itsparking areas.AnyVendororattendeefoundunderthe influence orin possession ofalcoholorillegalsubstanceswill berequired to leave theOrange County Local Festimmediately, will not be allowed back on the premises, andwillbesubjectto arrest. BALLOONS: Noballoonswillbeallowedforbooth/standdecorationsortobepassedouttothepublic. 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,tocordon off areas for possessing and drinking beer by erecting a physical barrier in and aroundtheir assigned areas and to clearly designate, through wristbands or other clearly visible means,all individuals who have been verifiedby the Vendorto be of a legal drinkingage. 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 inspectionsand received a certificate of occupancywhere applicable. BEVERAGESSOLD:Nodrinksaretobesoldinglassbottles. CONTRACT:Everyindividualorcompanyparticipatingas a Vendor musthaveawrittencontract. Orange Countyreservestherighttocancelatanytimeallcontractsmadewith Vendorsforanyinfraction of therulesorregulationsand tocancelormodifyallcontracts,whatever kind,dueto anoccurrencebeyond the reasonable controlofOrange County,such asinclementweather,war,riot,terrorism,fire,flood,stormor pestilence,whichpreventsholding theeventforallorpartofthetimeallottedforthe event.Vendorsmust abide byallapplicable local,state,andfederallaws. DEFAULT:AnyVendorwho failstoappear and provide the services and activities to which they agreed will havetheir contractterminated.This does not limit the definition of default to a failure to participate in the Orange County Local Fest. SIGNS/DISPLAYSAND PRODUCTS: Orange Countyshallhavefinal approval and controloverallsigns, displays,booths,andstandsofeverykindwithintheOrange County Local Fest. DocuSign Envelope ID: C41F81C2-0E8A-4FC1-87BD-07663DAAA823 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. FIRESAFETY/HEALTH INSPECTIONS:Foodvendorscookingindeepfatfryersorordinaryfryersmust have aratedfireextinguisher Type Kand current inspection.TheFire Marshalwillinspect stands and trucks fortheseand thePublic Health Departmentwillinspectstands and food trucks priortotheopeningat 10:00 a.m. on September29, 2018.Food vendors may not commence operations until they have passed all inspections. FOOD VENDORS: Food vendors must secureand possessall appropriate licenses. Food vendors engaging in demonstrations are required to separate attendees from the areas where the demonstration is taking place. INSURANCEREQUIREMENTS:Each participating Vendor shall maintain insurance as required by its contract with Orange County. LIABILITY:Allpropertybroughtontothegroundswillbedonesoattheowner’srisk.Propertyownerswill assume allresponsibilityforloss,damage,or theft.Vendorsandallotherpersons,firms,corporations,and otherentitiesmustmaketheir ownarrangementsto protecttheir propertyatalltimes.Orange County andits officers, officials, agents, and employeesare notresponsible foranyloss,damage,or injuryto propertyor persons(includingdeathor serious bodily injury). Thisincludeswithoutlimitation,booths,stands,electronic equipment,automobilesinparkinglots,articlesleftincars,accidents,theft,fire,theelementsoranyother conditions. NCSALESTAXGUIDELINES:InaccordancewiththerequirementsofN.C.Gen.Stat.§66-255,each Vendormustregisterwith theNorth CarolinaDepartmentofRevenuepriorto theevent andexhibitavalid Certificate ofRegistration forvisualinspection bytheeventoperatoratthetime ofregistration.EachVendor mustkeep theCertificate ofRegistrationprominently displayed,soasto bevisibleforinspectionbypatrons oftheVendorattheplacesor locationsatwhichgoodsareoffered forsale.Aprint-outorcopyofasales andusetaxcouponfromtheDepartment’sonlineregistrywillsuffice. PARKING: Vendors shall park only in areas designated by Orange County.VehiclesparkedinFire Lanesor “NoParking” Zoneswillbetowedimmediately attheowner’sexpense. PROPANEGAS: FoodVendorsareresponsibleforobtainingorarrangingpropanedeliverytotheir stand. SIGNAGE: Allvendorsignsare subject to removal by Orange County. SMOKING:ISmoking 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 CountyhassolediscretiononplacementandmovingoftheVendorsbooths/stands. Vendors shall coveror isolate storageitemsalongsideandbehindtheirunitsto prevent access by the public. Vendorsmay begin set-upSeptember 28, 2018 between the hours of 12:00 p.m. and 6:00 p.m. and DocuSign Envelope ID: C41F81C2-0E8A-4FC1-87BD-07663DAAA823 September 29, 2018 between the hours of 6:00 a.m. and 9:00 a.m. Orange County, Orange County Public Health,andtheFireMarshalwillstarttheirinspectionsofVendor standsat8:00 a.m.on September29, 2018.PLEASEBEREADY.ALLFOODVENDORINSPECTIONS MUSTBECOMPLETEDBY 10:00A.M. ONSEPTEMBER 29th.ALLVENDORSMUSTBESET-UPAND READYTOSERVETHEPUBLICBY10:00A.M.,SEPTEMBER 29,2018.The Health Department, inspectors, and FireMarshalreportallissues/concernsonanongoing basisto Orange County.Orange Countyreserves therighttoterminate theagreementwith anyVendorimmediately dueto repeatissuesand/oranyoneissue deemedbyOrange Countyto beseriousenoughofan infraction toterminate agreement. OnSaturday,September29,2018at7:30 p.m.,teardownwillbeginand 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 downwillbe doneinaprofessionalmanner.Vehicles will be permitted to move intothethoroughfares 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, onlyOrange County staff may drivevehicles of any kind including carts onevent thoroughfaresduring the event.Anyonein violation ofthisrule willhave their vehicletowedatthe owner’sexpense. WASTE& GREASEDISPOSAL: 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 andaroundfoodstandsshould beput intoappropriate receptacles.Greasemustbeplaced inappropriategrease containersand 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 keepbooths/standscleanandsanitaryatalltimes. Each Vendor is responsible for cleanup and removal of non-compostable and non-recyclable waste. UTILITYUSE:Anyvendorusingwater,sewer,and/orelectricmustdosoinaccordancewith establishedguidelinesand North Carolina law. Food and beverage vendors must provide their own source of waterand must be in compliance with North Carolina law. DocuSign Envelope ID: C41F81C2-0E8A-4FC1-87BD-07663DAAA823 VENDOR APPLICATION VENDOR NAME: ___________________________________________ Primary Contact Person: _____________________________________ Address: ___________________________ City: _________________ State:_____ Zip: ____________ Telephone: _______________________ Email Address: ______________________________________ Website: _________________________________________ PRODUCTS / DISPLAY ListALLoftheproductswhichyouwillbedisplaying orsellingduring the Orange County Local Fest. Vendor locations will be assigned based on this list. FOODVENDORSSHOULD ATTACHTHEIRFULL MENU. _______________________________________________________________________________________________ _______________________________________________________________________________________________ _______________________________________________________________________________________________ Electrical generator needed? Yes____ No ____ SIGNATURE /ACKNOWLEDGMENT Theapplicantunderstandsthatthisisan APPLICATION forspace ONLY,anditis NOT a CONTRACT with Orange County. Ihaveread and understand theVendorRules and Regulations in their entiretyand willcomply with alltermsand conditionswithin.Iwillmake theRules and Regulations available to allpersonsoperatingbooth(s)/stand(s)and ensuretheircompliance aswell.Theindividualexecuting belowrepresentsto Orange Countythatsuchindividualhas theauthoritytorepresentanyentitypurported to berepresentedbysuch individual. By mysignaturebelow,Ihereby agree to alltermsandconditionssetabove. Iunderstand thatOrange County reserves therighttocancelatanytimeallcontractsmadewith vendorsfor ANY conductat any time deemedunprofessionalbyOrange Countythatwould haveresultedin denial of thisapplication.I understandandagreeto abide byallapplicable local,state,and federallaws. Icertifythattheinformationstatedin thisapplication iscomplete andtrue tothebestofmyknowledge. SignatureofApplicant:Date: PrintName: DocuSign Envelope ID: C41F81C2-0E8A-4FC1-87BD-07663DAAA823 ("$ %#!&$ $ &$% ! $!    %!  !$&$% ! $! &# &!$'# !