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HomeMy WebLinkAbout2018-529 Coop Ext - John Dee Holleman LocalFest entertainment [Departmental Use Only] TITLE Entertainment 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 John Dee Holeman, (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. 1 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 M. 2 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 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.orangecountyne.gov/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.orangecountyne.gov/departments/purchasing division/contracts.php.) In addition to the Standard Risk requirements for Auto Liability and Workers' LF2018 M. 3 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 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.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 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 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. 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 Article 11 A 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 County Vendor's Name Attention:Melissa Allison John Dee Holeman P.O. Box 8181 206 Torrain St. Hillsborough,NC 27278 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: VENDOR: By: By: County Manager John Dee Holeman Printed Name and Title LF2018 v.1. 6 VENDOR APPLICATION VENDOR NAME: Toh Die e Hy Koc Primary Contact Person: r n Address: ob(O-Th��i(1 City: ( State: ` Zip: 9 7,T7(5 Telephone: �" a ' 37�s Email Address: N1/4 Website: PRODUCTS/ DISPL AY 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. r1-�- Electrical generator needed? Yes 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 booth(s)/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. 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 i co plete and true to the best of my knowledge. �L` 1 Signature of Applicant: Date: Print Name: