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HomeMy WebLinkAbout2018-664-E Vis Bureau - TerraVITA food and drink festival sponsorship[Departmental Use Only] TITLE FY NORTH CAROLINA SERVICES AGREEMENTUNDER $90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement(hereinafter “Agreement”), made and entered into this 1stday of September, 2018,(“Effective Date”) by and between OrangeCounty, North Carolinaapolitical subdivisionof the State of North Carolina(hereinafter, the "County") and Elizabeth Colleen Minton dba Terra VITA, LLC, a North Carolina Limited Liability Company having an address of 901 Stagecoach Road, Chapel Hill, NC, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1.Services a.Scope of Work. i)This Agreement is for services to be rendered by Provider to County with respect to (insert type of project):TerraVITA Food & Drink Festival October 17 -20, 2018. ii)By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessaryunder this Agreement in a fully competent, professional and timely manner. iii)Time is of the essence with respect to this Agreement. iv)The services to be performed under this Agreement consist of Basic Services, as described and designated in Section3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2.Responsibilities ofthe Provider a.Services to be provided.The Providershall provide the County with all services requiredin Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b.Standard of Care. i)The Providershall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Providerpractice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the Revised 10/17 1 DocuSign Envelope ID: 3B0B626A-8BC6-4132-9E89-B5A83287400A performance of these services. Provideris solely responsible for the professional quality, accuracy and timely completion and/orsubmission of all workrelated to the Basic Services. ii)Provider shall be responsible for all errors or omissionsof its agents, contractors, employees,or assignsin the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additionalcost to the County. iii)The Providershall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv)Provider is an independent contractor of County. Any and all employees of the Providerengaged by the Providerin the performance of any work or services required of the Providerunder this Agreement, shall be considered employees or agents of the Provideronly and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v)If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents 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. vi)In determining the basic services to be provided, 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. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3.Basic Services a.Basic Services.The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided):Colleen Minton as agent for TerraVita, will manage the organization and oversee related activities. Minton will maintain relationships with the participants (farmers, chefs, beverage producers, etc.), organize all ticketing activities and weekly marketing activities. TerraVita will be responsible for working with vendors, providing support materials, including printing, t-shirt production, and signage. TerraVita will be responsible for following up with all participants required to sign contracts, and coordinate a needs analysis with each participant.TerraVita, during the four months leading up to the event will engage in communication with a list of more than 1,000 past and prospective attendees via a newsletter and website. In addition, TerraVita willoversee volunteer coordination and Revised 10/17 2 DocuSign Envelope ID: 3B0B626A-8BC6-4132-9E89-B5A83287400A on-site management of all volunteers involved with the event. In addition, public relations will be handled by TerraVita. 4.Duration of Services a.Term.The term of this Agreementshall be from September 1, 2018to November 30, 2018. b.Scheduling of Services. i)The Providershall schedule and perform itsactivities in a timely manner. ii)Should the County determine that the Provideris behind schedule, it may require the Providerto expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform itsservices in accordance with the approved project schedule at no additional cost to the County. iii)The Commencement Date for the Provider's Basic Services shall be upon signing this agreement. 5.Compensation a.Compensation for Basic Services.Compensation for Basic Services shall include all compensation due the Providerfrom the County for all services under this Agreement. The maximum amount payable for Basic Servicesshall not exceedFiftyThousand Dollars ($50,000). Payment for Basic Servicesshall become due and payable within thirty (30) days of Provider properly invoicing County.Payment shall be subject to provisions of Section 5(b). b.Disputes.In the event theamount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c.Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6.Responsibilities of the County a.Cooperation and Coordination.The County has designated (Laurie Paolicelli)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 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 Revised 10/17 3 DocuSign Envelope ID: 3B0B626A-8BC6-4132-9E89-B5A83287400A a.General Requirements.Providershall 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). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist ofN/A(if no additional insurance required mark N/A as being not applicable). Providershall 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 Provideragrees, 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 Providerexcept to the extent same are caused by the negligence or willfulmisconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9.Amendments to the Agreement a.Changes in Basic Services.Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10.Termination a.Termination for Convenience of the County.This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’prior written notice to the Provider. b.Other Termination.The Providermay terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Providershall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c.Compensation After Termination. i)In the event of termination, the Providershall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Revised 10/17 4 DocuSign Envelope ID: 3B0B626A-8BC6-4132-9E89-B5A83287400A ii)Should this Agreement be terminated, the Providershall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d.Waiver.The payment of any sums by the County under this Agreement or the failure of the Countyto require compliance by the Providerwith 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. e.Suspension.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 Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Servicesuntil notified to proceed by County. 11.Additional Provisions a.Limitation and Assignment.The County and the Providereach bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Providershall 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 Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes.By executing this Agreement Provider certifies that Provider has 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 Provider certifies that Provider has 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.Provider 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 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 Revised 10/17 5 DocuSign Envelope ID: 3B0B626A-8BC6-4132-9E89-B5A83287400A 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 Providerand supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signedby both parties. Modifications may be evidenced by facsimile signatures. 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.Ownership of Work Product.Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or thingsby the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h.Non-Appropriation.Provideracknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Providerof the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but onl y as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County’s statutory authority, mandate and/or mandated functions, by state and/orfederal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i.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 11A and Article 40 of North Carolina General Statute Chapter 66. j.Notices.Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Revised 10/17 6 DocuSign Envelope ID: 3B0B626A-8BC6-4132-9E89-B5A83287400A Orange CountyProvider Attention:Laurie Paolicelli CHOCVBElizabeth Colleen Minton P.O. Box 8181Terra VITA, LLC Hillsborough, NC 27278901 Stage Coach Road Chapel Hill, NC 27514 [SIGNATURE PAGE TO FOLLOW] Revised 10/17 7 DocuSign Envelope ID: 3B0B626A-8BC6-4132-9E89-B5A83287400A 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:PROVIDER: By: _________________________________ County Manager By: __________________________________ Elizabeth Colleen Minton, Agent Printed Name and Title Revised 10/17 8 DocuSign Envelope ID: 3B0B626A-8BC6-4132-9E89-B5A83287400A INSRADDLSUBR LTR INSRWVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFFPOLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGENAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE$ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADEOCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY$ GENERAL AGGREGATE$GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG$ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNEDSCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLY HIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE$ CLAIMS-MADE AGGREGATE$ DEDRETENTION$$ PEROTH- STATUTEER E.L. EACH ACCIDENT$ E.L. DISEASE - EA EMPLOYEE$ If yes, describe under E.L. DISEASE - POLICY LIMIT$DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGESCERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDERCANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Alliance of Nonprofits Ins RRG 09/24/2018 McGriff Insurance Services 414 Gallimore Dairy Road Suite F Greensboro, NC 27409 888 743-22178888279861 TerraVita Educational Foundation 901 Stagecoach Road Chapel Hill, NC 27514 10023 AX X 20185306309/27/201809/27/20191,000,000 500,000 20,000 1,000,000 2,000,000 2,000,000 A XX 20185306309/27/201809/27/20191,000,000 ALiquor Liability20185306309/27/201809/27/20191,000,000 1,000,000 Orange County Attention: Visitors Bureau P.O. Box 8181 Hillsborough, NC 27278 1of 1 #S21039530/M21039520 04TERRAEDUClient#: 1898893 PFR 1of 1 #S21039530/M21039520 DocuSign Envelope ID: 3B0B626A-8BC6-4132-9E89-B5A83287400A