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HomeMy WebLinkAbout2026-217-E-Economic Dev-Colonial Inn Hillsborough-America 250Revised 01/24 1 [Departmental Use Only] TITLE ColonialInn FY 2025-2026 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 14th day of April, 2026, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Colonial Inn Hillsborough, Inc., (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): Contract catering services for America 250 July 4th Celebration 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 necessary under 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 Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in 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 Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional Docusign Envelope ID: 81E70FE8-9A24-81FC-800F-BE2FD1BCD37E Revised 01/24 2 quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall 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 Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only 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 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. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits, or addenda. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services Docusign Envelope ID: 81E70FE8-9A24-81FC-800F-BE2FD1BCD37E Revised 01/24 3 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): See Exhibit 1. 4. Duration of Services a. Term. The term of this Agreement shall be from 04/14/2026 to 07/04/2026. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services 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 07/04/2026. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Five Thousand Four Hundred and 00/100 Dollars ($5,400.00). Payment for satisfactorily performed Basic Services shall 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 the amount 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/CHOCVB) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. Docusign Envelope ID: 81E70FE8-9A24-81FC-800F-BE2FD1BCD37E Revised 01/24 4 7. Insurance a. General Requirements. Provider 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). 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). Provider 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. To the extent authorized by North Carolina law the Provider 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 Provider except to the extent same are caused by the negligence or willful misconduct 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 Provider may 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 Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its Docusign Envelope ID: 81E70FE8-9A24-81FC-800F-BE2FD1BCD37E Revised 01/24 5 obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall 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. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall 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 County to require compliance by the Provider 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 the Basic Services and 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 Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. 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 subcontractor identified, 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 subcontractor identified, 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 Docusign Envelope ID: 81E70FE8-9A24-81FC-800F-BE2FD1BCD37E Revised 01/24 6 and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County 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 Provider 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. 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. 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 things by 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. Provider acknowledges 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 or 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 Provider of the unavailability or 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. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal 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 Docusign Envelope ID: 81E70FE8-9A24-81FC-800F-BE2FD1BCD37E Revised 01/24 7 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: Orange County Provider’s Name Attention:Laurie Paolicelli Colonial Inn Hillsborough P.O. Box 8181 153 W King St Hillsborough, NC 27278 Hillsborough, NC 27278 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: 81E70FE8-9A24-81FC-800F-BE2FD1BCD37E Revised 01/24 8 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: _________________________________ Travis Myren, County Manager By: __________________________________ Kaity Farthing, General Manager Printed Name and Title Docusign Envelope ID: 81E70FE8-9A24-81FC-800F-BE2FD1BCD37E 5/27/20266/5/2026 Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Colonial Inn Hillsborough, Inc Vendor Contact Person: Kaity Farthing Phone: 984-789-4455 Address: 153 W. King Street City Hillsborough State: NC Zip: 27278 Department: Econ Dev/Visitors Bureau Amount: $5,400 Purpose: America 250 Budget Code(s): 37600520-600000 Vendor # 68483 Vendor Status with NCSOS: Current-Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 04/14/2026 End Date 07/04/2026 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation 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. This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services 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 All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:________ Docusign Envelope ID: 81E70FE8-9A24-81FC-800F-BE2FD1BCD37E 5/27/2026 5/28/2026 5/29/2026 6/3/2026 984-789-4455 153 W. King St. Hillsborough NC 27278 kaity@colonialinn-nc.com Catering Contract Event Details Date: Saturday July 4th 2026 Location: The Banquet Hall Start Time: 2:00pm to 4:00pm Type: Celebration Guest Count: 100 Host Email:lpaolicelli@visitchapelhill.org Description Rate Quantity Line Total American Themed Heavy Appetizer Spread $45.00 100 4,500 Sub-Total: $4,500.00 Tax (8.5%) $382.50 Service Fee (20%): $900.00 Proposal Total (USD) $5,782.50 Exhibit 1Docusign Envelope ID: 81E70FE8-9A24-81FC-800F-BE2FD1BCD37E State of North Carolina Contract for Catering Services County of Orange THIS CONTRACT FOR CATERING SERVICES (the “Contract”) is made the __11__ day of March, 2026__ by and between the Colonial Inn Hillsborough, Inc., a North Carolina S-Corp located in Hillsborough, Orange County, North Carolina, (the “Caterer”) and , (the “Client”). WHEREAS, the Client desires to secure the Caterer ’s services for Client’s event and Caterer has agreed to provide its services upon the terms and conditions set forth herein. NOW THEREFORE, in consideration of the premises and the mutual covenants, promises, and agreements declared and set forth herein and other good and valuable consideration, the receipt and legal sufficiency of which the parties hereby mutually acknowledge, the parties do hereby agree and covenant as set forth hereinbelow. 1. CATERER’S SERVICES. Caterer shall provide Client with the following services: A. Menu Planning. Caterer will assist Client with the planning of Client’s menu, including budgeting. Client understands that significant time and effort will be expended by Caterer for such planning. Rentals, theme, and similar planning will not be the responsibility of the caterer. B. Food and Beverage Preparation. In accordance with the menu as desired and agreed upon by Client and Caterer, Caterer will order the required food and beverage, and prepare the menu on-site. C. Set up and Break down. Caterer will provide the needed labor and services to set up guest tables, food preparation areas, serving tables and the like and breakdown the same. Caterer will handle trash and recycling after the Event. Client understands that Caterer will not set up nor break down decorations, lights, or the like. D. Service Staff. Caterer will provide the commercially reasonable labor and services as needed for service of the food and beverage at the service level as agreed upon by Client and Caterer. E. Lead Chef. On most occasions, our head chef will be present at the Client’s event to prepare and/or manage the food preparation and service; however, circumstances may arise in which they will not be able to personally prepare or manage the menu. If such is the case, Client agrees that one of Caterer ’s other chefs may provide such services. F. Alcohol Services. Caterer keeps full liquor liability insurance to pour alcohol at Caterer’s event; however, Client understands and agrees that Client will be required to obtain any and all permits which may be required for the service of alcohol in accordance with applicable laws, rules and/or regulations of any governmental authorities. All state alcohol laws, including carding guests, will be adhered to. Docusign Envelope ID: 81E70FE8-9A24-81FC-800F-BE2FD1BCD37E 2. RENTALS-THIRD PARTY SERVICES. Client may be required to secure services or products from a provider other than Caterer. This will include procuring the service or product directly from the provider; transporting or planning the transportation of the same to the event venue or verifying that delivery is done in accordance with the third party provider ’s policies; and, disposing or returning any equipment, remainder products and the like in accordance with the third party provider ’s policies. In some cases, these third party services will need to meet the Caterer ’s specific requirements. These services or products include: A. all of that equipment and/or other items as required by Caterer for back-of-house and front-of-house operations so that Caterer may provide the menu as desired and agreed upon by Client. B. glassware C. tableware D. silverware and plate ware E. music or other entertainment or decorations F. tents or other enclosures G. guest and other service tables or structures H. cooking sources and stations** I. such other items as may be desired or required as agreed upon by Caterer and Client. Client shall be solely responsible for all rental charges. Caterer will not enter into any rental agreements with any third party vendor and will not advance any rental charges. Client shall be solely responsible for any loss, breakage, transportation, restocking and any other fees or costs charged by the third party rental vendor with respect to these third-party services. Caterer will use its best efforts with respect to the proper use and handling of rental items. **These items must meet the Caterer’s specific requirements. Any deficiencies shall be the sole responsibility of the Client. Client understands that in the event that Caterer’s specific requirements are not met, Caterer may not be able to provide Caterer ’s services with full satisfaction. An initial itemization of the rentals to be secured by the Client shall be memorialized in a writing executed by Client and Caterer. A final itemization shall be memorialized in a writing executed by Client and Caterer at the time of the Final Payment [as defined below]. 3. EVENT VENUE. Client will be solely responsible for securing the venue for Client’s event. Caterer can provide guidance and recommendations, but ultimate responsibility shall lie with the Client. The venue must be in a condition that is safe for Caterer to provide its services. The service area shall be protected from the weather, have adequate lighting, power and heat sources. The cost for use of the venue shall be borne solely by the Client. If there are not sufficient protections from the weather, adequate lighting, power and heat sources or other items as may be needed to protect the safety of Caterer and its staff or to provide the menu as desired and agreed, Client will be required to rent such required services or products from a third party vendor. 4. CATERER’S COMPENSATION. For Caterer’s Services, Caterer shall be compensated in the amount equal to the sum of the headcount of persons served multiplied by the per person cost. It is understood by Client and Caterer that an exact count cannot be determined until the actual event. However, Client and Caterer also understand that Caterer has expended/will expend significant time and effort in planning and preparation for Client’s event and that the compensation formulas set forth herein are fair and reasonable to the parties and not a penalty or forfeiture. Caterer ’s Compensation shall be due and payable as follows: Docusign Envelope ID: 81E70FE8-9A24-81FC-800F-BE2FD1BCD37E A. Initial Deposit-Save the Date. Client and Caterer shall book Caterer’s services for a date certain, specifically July 4th 2026 , 2026_, (the “Saved Date”). Client and Caterer have determined that the anticipated headcount is 100 and the per person cost is $8 , for an anticipated total cost of $5,782.50 . Contemporaneously with the execution of this Contract, Client shall make an Initial Deposit of thirty percent (30%) of the anticipated total cost or $1,734.75 . Client understands that this Initial Deposit in NON-REFUNDABLE and has been fully earned by Caterer. B. Final Payment. Thirty (30) days prior to the Saved Date, Client and Caterer shall finalize the headcount, menu and any other outstanding decisions or actions. Client and Caterer will determine that the anticipated headcount and the per person cost. This calculation shall be memorialized in a writing executed by Client and Caterer. Contemporaneously with the execution of this writing, Client shall make the Final Payment (after application of the Initial Deposit) of the remaining balance due and payable. Client understands that this FINAL PAYMENT is NON REFUNDABLE. Client understands that all non-refunded amounts have been fully earned by Caterer. C. Reconciliation Payment, In the event that the headcount increases after the Final Payment is made, Caterer shall be entitled to a Reconciliation Payment which shall be made not less than five (5) business days prior to the event. 5. CANCELLATION AND CHANGES. Client and Caterer understand that circumstances, including those beyond the control of either may happen. In such matters, the following shall control: A. Cancellation or Reschedule after Initial Deposit-Save the Date but Before Final Payment. If the event is canceled for any reason after the Initial Deposit has been made, but before the Final Payment has been made, Caterer shall be entitled to retain the Initial Deposit as earned and this Contract shall be terminated without further obligation owed by one party to the other. If the event needs to be rescheduled, Caterer and Client shall work in good faith to change the Saved Date, in which case, this Contract shall be modified but not terminated. If a new Saved Date cannot be determined, this Contract shall be terminated without further obligation owed by one party to the other. B. Cancellation after Final Payment. If the event is canceled for any reason after the Final Payment has been made, the Caterer shall be entitled to retain one hundred percent (100%) of the total compensation received. Caterer shall remit the food and beverage in un-prepared or uncooked form to Client if food and beverage have been ordered. C. Change in Headcount.In those cases where the headcount changes after the Final Payment has been made, Caterer will use its best efforts to accommodate the change. Caterers shall be entitled to a guaranteed minimum equal to seventy percent (70%) of the headcount as determined and memorialized with the Final Payment. In those cases with: I. an increase in the headcount, Caterer shall be entitled to the Reconciliation Payment as set forth above; ii. a decrease in the headcount of less than fifteen percent (15%), Caterer shall be entitled to one hundred percent (100%) of the Final Payment; Docusign Envelope ID: 81E70FE8-9A24-81FC-800F-BE2FD1BCD37E Iii. a decrease in the headcount of more than fifteen percent (15%), Caterer shall be entitled to an equitable amount but in no case less than the guaranteed minimum. 6. NO LIABILITY OF CATERER: Caterer shall not be liable to Client or any other person or entity for any claim, demand, loss or expenses resulting from Caterer being unable to fulfill any or all terms, conditions or obligations under this Contract arising or because of war, riot, strike, flood, act of God, governmental action, or any other action, omission or condition which is beyond the control of Caterer or its staff. In the event of such action or condition, the terms of the Cancellation and Changes provisions hereinabove shall control. 7. GENERAL PROVISIONS: a. Binding Effect and Jurisdiction. This Contract shall be binding on and insure to the benefit of the parties hereto, their respective officers, owners, heirs, administrators, personal representatives, successors and permitted assigns and shall be interpreted insofar as is possible in accordance with the laws of the State of North Carolina. Each party hereby submits themselves to the jurisdictions of the courts of the State of North Carolina in any future action brought by either of them to enforce any provision of this Contract, with proper venue for any state court action being laid in Orange County, North Carolina and in the Middle District of North Carolina for any federal court action. b. Voluntary Act. Each party acknowledges that they have read this Contract and understand its contents and provisions; that it is fair and reasonable to each of them, having due regard to the conditions and circumstances of the parties hereto as of the date hereof; that it is entered into of their own free will and volition and that no coercion, force, pressure, or undue influence has been used in the execution of this Contract, either by the other party hereto or by any other person or persons. Any individual signing this instrument on behalf of a corporate entity warrants and represents that (s)he has the authority to act and bind said entity to the terms and conditions of this instrument. c. No Presumption against Drafting Party. Notwithstanding the presumption of law whereby an ambiguity or conflict in provisions shall be construed against the drafter, the parties hereto agree that although one party may have generated this Contract, this Contract has been heavily negotiated and they have equally participated in the drafting of this Contract. Therefore, such presumption shall not be applied if any provision or term of this Contract requires judicial interpretation. d. Severability. It is expressly understood and agreed that in the event of any one or more of the provisions of this Contract shall be unenforceable for any reason, the remaining portions of this Contract shall, nevertheless, remain in full force and effect, and the unenforceable provision or provisions shall be modified so as to be valid, legal and enforceable but only so much as to most nearly retain the intent of the parties. In the event of conflict between the terms and conditions of this Contract and applicable federal, state or local laws, rules or regulations, the offending terms of this Contract will be deemed stricken and null and void. e. Prevailing Party Suit Costs. In the event either party shall institute an action to enforce a provision of this Contract, the prevailing party shall be entitled to recover suit costs, including reasonable attorneys’ fees, from the non-prevailing party. f. Interest. In the event of non-payment, then the Caterer shall have the right to collect from the Client an interest charge at the rate of one and one-half percent (1.5%) per month on any outstanding balance due until paid. Docusign Envelope ID: 81E70FE8-9A24-81FC-800F-BE2FD1BCD37E g. Additional Instruments. Each of the parties shall from time to time, at the request of the other, execute, acknowledge and deliver to the other party any further instrument that may be reasonably required to give full force and effect to the provisions of this Contract. No liability or expense shall be incurred by the party requested to execute such instruments. h. Confidentiality. Except as required by applicable law, regulation or legal process, Client shall not disclose, publish or disseminate any terms or provisions of this Contract or any amendments hereto and shall keep same strictly confidential; however Client shall be authorized to disclose, publish or disseminate to Client’s financial, legal or other professionals and immediate family members. i. Modification and Waiver. A modification of any of the provisions of this Contract shall be effective only if made in writing and executed with the same formality as this Contract. The failure of either party to insist upon strict performance of any of the provisions of this Contract shall not be construed as a waiver of any subsequent default of the same or similar nature. j. Captions and Pronouns. The captions or paragraph headings are for convenience and ease of reference only and shall not be construed to limit, modify or alter the terms of this Contract. The use of any gender shall be deemed to refer to the appropriate gender, whether masculine, feminine or neuter and the singular shall be deemed to refer to the plural where appropriate, and vice versa. k. Duplicate Originals. This Contract may be signed in two or more separate copies each of which shall be deemed a duplicate original. l. Entire Agreement. This Contract contains the entire understanding of the parties hereto; and there are no representations, warranties, covenants or undertakings other than those expressly set forth herein which shall be deemed to be binding upon the parties. No statements, matters or representations, oral or written, extrinsic to this Contract are relied upon or shall have any force or effect. Notes By signing this contract, the client indicates that they have read to and agreed with all the clauses contained herein. Terms The signed contract and deposit must be received in thirty days in order to secure the event date. Acceptance and Signature of Client: ____________________________________________ Date: __________________________________ Acceptance and Signature of Authorized Colonial Inn Staff: _______________________________ Date: _________________________________ Docusign Envelope ID: 81E70FE8-9A24-81FC-800F-BE2FD1BCD37E ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) � 05/21/2026 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER Madmoney Financial 1810 Faye Street Durham, NC 27704 INSURED Colonial Inn 153 West King Street Hillsborough, NC 27278 COVERAGES CERTIFICATE NUMBER: CONTACT Robert F. Wallace NAME: ritJgNJo Ext\: 919-971-4735E-MAIL madmoneyinsurance@gmail.com ADDRESS: INSURER($) AFFORDING COVERAGE INSURER A: USLI Insurance Company INSURER B: Covington Insurance Company INSURER C: INSURER D: INSURER E: INSURER F: I FAX (A/C No): REVISION NUMBER: NAIC# 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. INSR LTR B B B A TYPE OF INSURANCE X COMMERCIAL GENERAL LIABILITY � □ CLAIMS-MADE � OCCUR � � GEN'L AGGREGATE LIMIT APPLIES PER: Fl □PRO-POLICY JECT OTHER: AUTOMOBILE LIABILITY � ANY AUTO � - �LOG OWNED SCHEDULED AUTOS ONLY -AUTOS HIRED X NON-OWNED AUTOS ONLY AUTOS ONLY X UMBRELLA LIAB �OCCUR EXCESS LIAB CLAIMS-MADE DED I I RETENTION $ WORKERS COMPENSATION AND EMPLOYERS" LIABILITY YIN ANYPROPRIETOR/PARTNER/EXECUTIVE □ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Liquor Liability ADDL SUBR POLICY EFF POLICY EXP ,.,en \ftf\/n POLICY NUMBER /MM/DD/YYYYl /MM/DD/YYYYl X X 02CGL 101770-04 08/30/2025 08/30/2026 X X 02CGL 101770-04 10/15/2025 08/30/2026 X X UMB 101770-04 10/15/2025 10/15/2026 N/A X X LQ1007987C 08/31/2025 08/31/2026 LIMITS EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES rEa occurrence\ $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS -COMP/OP AGG $ $ COMBINED SINGLE LIMIT $ rEa accident\ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ rp�?::�c�d�gAMAGE $ $ EACH OCCURRENCE $ AGGREGATE $ $ I PER I STATUTE I OTH-ER E.L. EACH ACCIDENT $ E.L. DISEASE -EA EMPLOYEE $ E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Choice Hotels International, Inc its affiliates, subsidiaries and their respective employees.agents officer and directors are additional insured also Colonial Inn Hillsborough, Inc. as an additional insured PROPERTY CODE NCB65 CERTIFICATE HOLDER CANCELLATION 1,000,000 100,000 5,000 1,000,000 2,000,000 1,000,000 1,000,000 4,000,000 4,000,000 $2,000,000 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Robert F. Wallace (6553982) -Agent Orange County 300 West Tryon Street Hillsborough, NC 27278 I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 81E70FE8-9A24-81FC-800F-BE2FD1BCD37E