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HomeMy WebLinkAbout2025-626-E-DEAPR-Salt & Smoke & Sound-Salt & Smoke & Sound FestivalRevised 09/25 NP 1 [Departmental Use Only] TITLE Salt & Smoke & Sound Festival FY 2025-26 NORTH CAROLINA FESTIVAL LICENSE AGREEMENT ORANGE COUNTY This Festival License Agreement (hereinafter “Agreement”), made and entered into this 3rd day of October, 2025, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and (i) Salt & Smoke & Sound LLC, (“Event Organizer”), and (ii) Table Ministries Inc., a nonprofit corporation organized under the laws of North Carolina (“Nonprofit Co-Licensee,” together with Event Organizer, collectively the “Licensee” or “Licensees”). For purposes of this Agreement, references to ‘Licensee’ shall mean both Licensees collectively, unless otherwise expressly stated. WITNESSETH: That the County and Licensees, for the consideration herein named, do hereby agree as follows: 1. Festival Logistics. a. Name. The name of the festival event shall be "Salt & Smoke & Sound Festival” (“Festival”) b. Location. The Festival shall be held in Blackwood Farm Park as shown in Exhibit A ("Premises"). c. Date(s). Except as otherwise agreed to by the parties in writing, the Festival shall be held on October 18, 2025. d. Load-In and Load-Out Dates/Times. The load-in time shall begin at 12:00pm on October 16, 2025. The load-out and the clean-up of the Premises shall be completed by 5:00pm on October 20, 2025. e. Festival Times. The Festival's hours of operation shall be 12:30pm to 10:00pm. f. Load-In and Load-Out Area. The load-in area shall be the area as described on Exhibit B (“Loading Areas”). g. Attendance. Licensees shall ensure that attendance at the Festival at any time does not exceed 5000 people unless otherwise agreed to by the County. h. Miscellaneous. Licensees declare that statements made in the application related to this Agreement, attached as Exhibit C (“Submitted Application”), are true to the best of their knowledge and belief, and agree that the Submitted Application be incorporated as a part of this Agreement. 2. Festival Terms a. License. County does hereby grant a license to Licensees to hold the Festival at the Premises. The Premises are to be used by Licensees solely for the purpose of conducting thereon the Festival and for no other business or purpose. b. Joint & Several Responsibility. The Licensees agree that they shall be jointly and severally responsible for all obligations of the Licensee under this Agreement, unless otherwise expressly stated herein. Any breach or default by either Licensee shall be deemed a breach or default by both Licensees. c. Nonexclusive Possession. The use and possession of the Premises by Licensee during the term of this License shall be exclusive except as to the County, its agents, Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 Revised 09/25 NP 2 contractors, employees, guests, invitees, and licensees. d. Length of Term. This License shall commence on the 16th day of October, 2025 and shall terminate on the 20th day of October, 2025. The schedule of Festival events during the term of this License is set forth in Exhibit D (“Schedule of Events”). e. Access Fee. There shall be a charge of $3,675 ($3,785.25 if paid by Credit Card) for access to the Premises. This fee does not include additional fees for staff that may be required on-site throughout the Licensee’s use of Premises, or fees for any permits, licenses, or other payments required by public agencies in order to produce the Festival f. Utilities. The County agrees to provide the following utility services free of charge to Licensee during the term of this License: N/A. County makes no representation or warranty whether the amounts, types, and locations of utility services provided by the County to Licensee will be adequate to meet Licensee’s demands. Licensee shall provide an adequate number of portable toilets for public use on the Premises during the Festival. Licensee shall obtain any government approvals or permits required for the use of portable toilets and shall maintain such facilities as fully operational and sanitary at all times. All garbage must be collected, following waste diversion guidelines when possible. An additional fee of N/A per day will be assessed for the removal of garbage, supplies, or any other items left by Licensee. 3. Approvals, Permits and Compliance. a. Strict Compliance. Licensee agrees to strictly comply with all provisions of this Agreement and all County policies, including but not limited to the Facilities Use Policy and the Procedures Governing Operation of Orange County Facilities. However, County explicitly allows a variance to those policies in the following regards: N/A. b. Approvals and Permits. Where applicable permits can be issued ahead of time, Licensee shall obtain all approvals and permits required by any law, regulation, or ordinance for the Festival thirty (30) days prior to the commencement of the term of this License. Where applicable permits cannot be issued at least thirty (30) days prior to the term of the license or may only be issued on-site, Licensee shall obtain all approvals and permits required by any law, regulation, or ordinance for the Festival and provide proof to County prior to the admittance of attendees. Licensee shall comply with all applicable laws, regulations, and ordinances, and with the lawful requirements of all government agencies with jurisdiction over the Premises. Licensee shall pay all costs, fees, and taxes due to any government agency in connection with the Festival. Licensee shall comply with all laws, regulations, and ordinances regarding public accommodations, including accommodations of disabled persons. 4. Rights and Responsibilities. a. Condition of Premises. Licensee has inspected the Premises and accepts them in their present condition, as-is, subject to all applicable zoning, municipal, county, and state laws, ordinances, and regulations governing and regulating the use of the Premises. County shall not be required to make any alteration, improvement, or repair of any kind to the Premises. The Premises shall at all times be kept and used by Licensee in accordance with the laws of Orange County, North Carolina, and in accordance with all directions, rules, and regulations of the health officer, fire marshal, building inspector, or other proper officer of any public authority having Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 Revised 09/25 NP 3 jurisdiction, at the sole cost and expense of Licensee. Licensee shall permit no waste, damage, or injury to the Premises and, at Licensee’s own cost and expense, for its own account and not as agent of County, shall perform all repairs of any nature caused by reason of Licensee’s failure to protect the premises to its condition at the commencement of the term of this License prior to the termination of the term of this License. The County shall have the right to inspect the Premises before and after termination of the License term and to require additional clean-up work as needed. If Licensee fails to return the Premises to its Original Condition, County may arrange for all necessary work, in which case Licensee shall promptly repay County for the costs and expenses thereof. An additional fee of N/A shall be assessed as security deposit for any restoration costs associated with the Festival. b. Access: County expects all attendees to be welcome and included. Licensee shall comply with all ADA guidelines as well as all applicable Federal, State, and Local accessibility and anti-discrimination laws, rules, and regulations. c. Sanitary Provisions. The Licensee shall provide and maintain in a neat, sanitary condition such accommodations for the use of employees and festival attendees as may be necessary to comply with the requirements of the State and local Board of Health, or of other bodies or tribunals having jurisdiction. Licensee shall control and manage disposal of sanitary waste such that no adverse impacts occur to water quality. d. Public Convenience and Safety. The Licensee shall at all times conduct their festival as to insure the least possible obstruction to traffic. The safety and convenience of the general public and the residents along the public roads, and the protection of persons and property, shall be provided for by the Licensee. e. Prohibited Substances and Firearms. Illegal substances, smoking, firearms and weapons, concealed or open carry, are not allowed at the Festival or its parking areas. Anyone, including Licensee, its agents or employees, subcontractors, or attendee found smoking or under the influence or in possession of illegal substances, firearms or weapons shall be required to leave the Festival immediately, not be allowed back on the premises, and be subject to arrest. f. Alcoholic Beverages: Alcoholic beverages are treated as follows: ☐Not Allowed. No alcoholic beverages may be possessed, sold, or consumed at the Festival or in its parking areas. Any violation shall result in immediate removal from the premises and may be subject to arrest. ☐Allowed. Alcoholic beverages may be possessed, sold, or consumed at the Festival provided that the: 1) Nonprofit Co-Licensee obtains and hold all required ABC permits, 2) Nonprofit Co-Licensee provides proof of such permits to the County at least 10 days prior to the Festival, 3) Alcoholic beverage sales and consumption shall be restricted to areas approved by the County, 4) Both Licensees ensure proper training of servers and identification checks, and 5) Both Licensees comply with any additional County-imposed conditions including staff instructions during the Festival. Any violation by an individual shall result in immediate removal from the premises and may be subject to arrest. Any violation may result in the immediate revocation of this License at the County’s full discretion. g. Waste and Grease Disposal. Licensee, its agents and employees, including vendors, merchants and similar entities serving food must plan in advance to distribute to the public only serving ware that is recyclable (bottles, cans, and Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 X Revised 09/25 NP 4 aluminum foil) or “Certified Compostable”. 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 shall 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 property by Licensee. County does not provide grease containers. Similar entities 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 entities must separate their wastes accordingly in the provided containers, or carry items out with them at the close of the event. All entities 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. All entities shall keep booths/stands clean and sanitary at all times. Each entity is responsible for cleanup and removal of non-compostable and non-recyclable waste. h. Indemnity. To the fullest extent authorized by North Carolina law each Licensee agrees, jointly and severally, 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 Festival 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 Licensee except to the extent same are caused by the negligence or willful misconduct of the County. Licensee shall require all subcontractors, vendors, merchants and similar third parties to indemnify, defend and hold harmless County from any third-party claim or damage for personal injury and/or property damage arising from the negligence or willful misconduct of the subcontractor, vendor, merchant or similar third party. It is the intent of this provision to require the Licensee to indemnify the County to the fullest extent permitted under North Carolina law. i. Vendor, Merchant and Other Contracts. The Event Organizer shall be primarily responsible for all vendor, merchant, and subcontractor contracts. The Nonprofit Co-Licensee shall not contract separately with vendors except as required by law for the sale or service of alcoholic beverages pursuant to its ABC permit. 1. Every individual or company participating as a vendor, merchant, subcontractor or similar relationship must have a written contract with Licensee and shall maintain insurance as required by County. All such contracts shall include provisions to indemnify, defend, save and hold harmless County from and against all claims, liabilities, causes of action, damages, judgments, attorneys’ fees, court costs and expenses which arise out of or are related to their negligence or willful misconduct. 2. County reserves the right to require Licensee to cancel at any time any such contract 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 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. All such participants must abide by all applicable Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 Revised 09/25 NP 5 local, state, and federal laws. j. Liability to Third Parties. It is not intended by any of the provisions of any part of this Agreement to make the public or any member thereof a third party beneficiary hereunder, or to authorize anyone who is not a party to a contract entered into pursuant to this Agreement to maintain a suit for personal injury or property damage otherwise than as authorized and provided by law. Licensee agrees to indemnify, defend, save and hold harmless County from and against all claims, liabilities, causes of action, damages, judgments, attorneys’ fees, court costs and expenses which arise out of or are related to third party claims. k. Security. Licensee shall provide, at its sole expense, any police services or private security services required for the orderly conduct of the Festival and to protect the Premises. l. General Insurance Requirements. Licensees shall obtain, at their sole expenses, 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 of N/A (if no additional insurance required mark N/A as being not applicable). Certificates of insurance shall be provided for each Licensee individually, or, if coverage is obtained jointly, the County shall be named as additional insured on such joint coverage. Licensee shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. m. Waiver of Subrogation. Licensee waives any and all rights of recovery against the County, or against its officers, employees, agents, and representatives of the other, for loss of or damage to it or its property or the property of others under its control, for such loss or damages insured against under any insurance policy in force at the time of such loss or damage. n. Liens and Insolvency. Licensee shall keep the Premises and the property in which the Premises are situated free from any liens arising out of any work performed, materials furnished, or obligations incurred by Licensee. In the event Licensee becomes insolvent or voluntarily or involuntarily bankrupt or if a receiver, assignee, or other liquidating officer is appointed for the business of Licensee, then the County may terminate this License at the County’s option. o. Assignment. Licensee shall not assign this License or any part hereof without the written consent of the County, which consent may be withheld in the County’s sole and absolute discretion. p. Access. Licensee shall allow County and County’s agents, contractors, and employees free access at all times to the Premises for the purpose of inspection or of making repairs, additions, or alterations to the Premises or any property owned by or under the control of County, but this right shall not be construed as an agreement on the part of County to make any repairs, all of such repairs to be made by Licensee as aforesaid. q. Disputes. In the event the compliance with any term is disputed by the County, the County may immediately withhold access to all or a portion of the Premises until the parties resolve the dispute. Should Licensee fail to comply with the terms of Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 Revised 09/25 NP 6 this Agreement, County may, without fault or penalty, withhold any access, service, or fees/deposits paid in association with the Festival until such time there is compliance determined solely in the discretion of the County. 5. Coordination and Agreement. a. County Coordination. The County has designated (David Stancil) to act as the County's representative with respect to the Festival 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. b. Event Coordination. For purposes of day-to-day coordination, the Event Organizer shall serve as the primary point of contact with the County, except with respect to matters relating to alcoholic beverage permitting, where the Nonprofit Co-Licensee shall serve as the responsible contact. c. Amendments to Agreement. 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 Licensee. The Licensee shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 6. Termination a. Termination for Breach. Either party may terminate this Agreement based upon the other’s material breach of this Agreement; provided, the offending party has not taken all reasonable actions to remedy the breach. The terminating party shall give the other party seven (7) days' prior written notice of its intent to terminate this Agreement for cause , except that during the Festival, notice may be given orally or in writing to the designated authorized representative on site, and such notice shall be effective immediately. b. Other Termination. This Agreement may be immediately terminated by the County upon notice to the Licensee if, in the County’s reasonable judgment, continuation of the Festival would present a risk to public health, safety, or welfare, including but not limited to severe weather, natural disaster, fire, or other emergency conditions. Notice may be oral or written, delivered in person or by phone to the on-site representative, and shall be effective immediately. This Agreement may be terminated by the County upon reasonable notice if: 1) the Licensee, its agents, employees, or subcontractors engage in gross negligence, willful misconduct, or material violation of law or County policy; or 2) termination is otherwise required to comply with applicable federal, state, or local law, regulation, or County policy. In any such event, the Licensee shall not be entitled to damages, lost profits, or other compensation, but may be eligible for a prorated refund of any license fee paid, as determined in the County’s sole discretion. c. Fees and Deposits After Termination. In the event of termination, the security deposit shall be returned to Licensee, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Licensee. In no case will fees other than the security deposit be returned. d. Waiver. The failure of the County to require compliance by the Licensee 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. e. Suspension. County may suspend this Agreement and the associated license due to inclement weather or an act of God upon notice to Licensee. Upon any suspension by Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 Revised 09/25 NP 7 County, Licensee shall discontinue all activities until notified to proceed by County. Notice to the on-site representative shall constitute effective notice to the Licensees. f. Either Licensee. For avoidance of doubt, a breach, violation, or default by either Licensee shall constitute a breach, violation, or default by both Licensees, entitling the County to exercise all remedies available under this Agreement. 7. Additional Provisions a. Limitation and Assignment. The County and the Licensee each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Licensee shall assign or transfer its interest in this Agreement without the written consent of the other. b. Laws to Be Observed. The Licensee shall keep fully informed of all Federal, State and local laws, ordinances and regulations, and all orders and decrees of bodies or tribunals having any jurisdiction or authority which may in any manner affect those engaged or employed in the Festival or which in any way affect the Festival. Licensee shall at all times observe and comply with all such laws, ordinances, regulations, orders and decrees; and shall indemnify and hold harmless the County and their agents and employees from any claim or liability arising from or based on the violation of any such law, ordinance, regulation, order, or decree, by the Licensee or by its agents and employees. If during the course of the Agreement any such laws, ordinances and regulations, and all orders and decrees may be changed, the Licensee shall comply fully with the same. Any fines resulting from violations of any regulation are the sole responsibility of the Licensee and the Licensee agrees to indemnify and hold harmless the County and their agents and employees against any assessment of such fines. c. 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 Licensee affirms that Licensee and any subcontractors of Licensee are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Licensee certifies that Licensee 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 Licensee certifies that Licensee 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. d. N.C. Sales Tax Guidelines. In accordance with the requirements of N.C. Gen. Stat. § 66- 255, each vendor, merchant or similar party 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 must keep the Certificate of Registration prominently displayed, so as to be visible for inspection by patrons 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. e. Non-Discrimination. Licensee 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 Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 Revised 09/25 NP 8 part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. f. 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. g. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Licensee 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. h. 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. 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. Event Day Notices. In addition to the Other Notices provisions of this Agreement, each Licensee shall designate, in writing to the County no later than seven (7) days prior to the Festival, at least one and no more than two, authorized representative(s) who shall: (i) be physically present on the Premises during all Festival hours, (ii) have full decision-making authority on behalf of that Licensee, and (iii) be reachable at all times by mobile phone. 1. Any oral or written directive, instruction, or communication delivered by County staff to such representative during the Festival shall be deemed binding notice to that Licensee under this Agreement, effective immediately upon delivery. 2. If a designated representative leaves the Premises or becomes unavailable, the Licensee must promptly designate a replacement with equivalent authority and notify the County’s representative. Failure to maintain an authorized representative on site may be treated as a breach of this Agreement. 3. Each designated representative shall have full authority to bind that Licensee to directives of the County, including immediate suspension or termination of activities. 4. The contact information for all on-site representatives shall be provided in a format substantially similar to that at Exhibit E – Authorized On-Site Representative Form. k. Other Notices. Any notice required by this Agreement other than Event Day Notices shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Attention:David Stancil P.O. Box 8181 Hillsborough, NC 27278 Event Organizer Non-Profit Co-Licensee Salt & Smoke & Sound LL Table Ministries Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 Revised 09/25 NP 9 Steven Raets Laura Dille 5245 Sonark Lane 209 E Main Street Hillsborough,NC 27278 Carrboro, NC 27510 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 Revised 09/25 NP 10 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: By: _________________________________ Travis Myren LICENSEES: Event Organizer (Steven Raets, Salt & Smoke & Sound LLC): By: __________________________________ Steven Raets, Owner Printed Name and Title Nonprofit Co-Licensee (Table Ministries): By: __________________________________ Laura Dille, Director of Operations Printed Name and Title Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 Director of Operations co-founder Orange County September 25, 2025 0 0.1 0.20.05 mi 0 0.2 0.40.1 km 1:7,825 EXHIBIT A - BLACKWOOD FARM PARK MAP Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 EXHIBIT B - EVENT MAPSDocusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 EXHIBIT CDocusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 EXHIBIT D - SCHEDULE OF EVENTSDocusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 Revised 09/25 NP 15 Exhibit E – Authorized On-Site Representative Form (To be completed and submitted to County staff no later than seven (7) days prior to the Festival. Do not include with executed Agreement. This document will be maintained as a separate administrative record and is not published with the contract.) Festival Name: ________________________________________ Festival Dates: ________________________________________ Event Organizer Representative(s): • Name: _______________________________________________ • Title/Role: __________________________________________ • Mobile Phone Number: _________________________________ (Optional second representative) • Name: _______________________________________________ • Title/Role: __________________________________________ • Mobile Phone Number: _________________________________ Nonprofit Co-Licensee Representative(s): • Name: _______________________________________________ • Title/Role: __________________________________________ • Mobile Phone Number: _________________________________ (Optional second representative) • Name: _______________________________________________ • Title/Role: __________________________________________ • Mobile Phone Number: _________________________________ Certification The undersigned certify that the above individuals are designated as Authorized On-Site Representatives for purposes of the Festival License Agreement with Orange County, and that each has full authority to make binding decisions on behalf of the Licensee during the Festival. Event Organizer: Nonprofit Co-Licensee: __________________________ __________________________ Name / Title / Date Name / Title / Date Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 Revised 09/25 NP 16 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Salt & Smoke & Sound LLC and Table Ministries Party/Vendor Contact Person: SSS Steven Raets, Table Ministries Laura Dille Contact Phone: 919-452-9849 Party/Vendor Address: 913 Borland Road City Hillsborough State: NC Zip: 27278 Department: DEAPR Amount: $3675 ($3785.25 if by Credit Card) Purpose: Salt & Smoke & Sound Festival Budget Code(s): 10515003 439900 20037 Vendor # N/A (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date October 16th, 2025 Approved by Board Yes No Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed pLicense briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to Sherri Ingersoll upon completion: singersoll@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 10/8/2025 10/8/2025 10/9/2025 10/9/2025 Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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 rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) POLICY EFF POLICY NUMBERTYPE OF INSURANCELTR INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE $DAMAGE TO RENTED PREMISES COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 10/02/2025 Gaslamp Insurance Services DBA Event Helper Insurance Services PO Box 1549 Grass Valley CA 95945 Event Helper Customer Service (855) 493-8368 info@theeventhelper.com Table Ministries, Inc dba Table c/o Laura Dille 311 E Main St Carrboro NC 27510 Lloyds Syndicate 2623 82%AA-1128623 Lloyds Syndicate 623 18%AA-1126623 A Host Liquor Liability Retail Liquor Liability Y N EH-771325-L4460971 1,000,000 100,000 5,000 1,000,000 2,000,000 2,000,000 Deductible 1,000 Certificate holder listed below is named as additional insured per attached CG 20 26 04 13. Attendance: 5000, Event Type: Festival & Cultural Event - Indoor/Outdoor. Policy includes a 36 month Extended Reporting Period. Damage to Premises Rented (Other than Fire) included in the Each Occurrence Limit shown above. Hillsborough NC 27278 300 W. Tryon Street PO Box 8181 Orange County 10/19/202510/18/2025 12:01 AM 12:01 AM Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 Policy Number: CG 20 26 (Ed. 04/13) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION © Insurance Services Office, Inc., 2012 CG 20 26 (Ed. 04/13)(Page 1 of 1) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Schedule Information required to complete this Schedule, if not shown abov e, will be shown in the Declarations. A.SECTION II - WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1.in the performance of your ongoing operations; or 2.in connection with your premises owned by or rented to you. However: 1.the insurance afforded to such additional insured only applies to the extent permitted by law; and 2.if coverage provided to the Additional Insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these Additional Insureds, the following is added to SECTION III - LIMITS OF INSURANCE: If coverage provided to the Additional Insured is required by a contract or agreement, the most we will pay on behalf of the Additional Insured is the amount of insurance: 1.required by the contract or agreement; or 2.available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Name of Additional Insured Person(s) or Organization(s): EH-771325-L4460971 Orange County 300 W. Tryon Street PO Box 8181 Hillsborough, NC 27278 Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733 Docusign Envelope ID: 3A980A68-71D0-474E-9F57-E0071DB85733