RFP Final Alcohol service CC Fair and Rodeo.pdf

`COLUMBIA COUNTY, OREGON

FAIR BOARD

Columbia County Fair & Rodeo

REQUEST FOR PROPOSALS

(FOR ELECTRONIC SUBMISSION)

Alcoholic Beverage Services

Contract for the 2025 Columbia County Fair and Rodeo July 16-19 2025

PROPOSALS DUE:

5:00 pm local time Tuesday March 25, 2025

SINGLE POINT OF CONTACT:

Mary Ann Guess Maryann.guess@columbiacountyor.gov

S-C00055-00012872

CONTENTS

HEADING PAGE NUMBER

REQUEST FOR PROPOSALS 2

1. INVITATION TO SUBMIT PROPOSALS 2

2. PREPARATION AND SUBMISSION OF PROPOSALS 3

3. CLARIFICATION OR PROTESTS OF SOLICITATION DOCUMENTS 3

4. OPENING OF PROPOSALS 4

5. PROPOSAL EVALUATION AND AWARD 4

ATTACHMENT A – SCOPE OF SERVICES REQUIRED 6

ATTACHMENT B – REQUIRED ELEMENTS FOR PROPOSALS 7

ATTACHMENT C – PROPOSER STATEMENTS AND CERTIFICATIONS 9

ATTACHMENT D – SELECTION PROCEDURE AND SCORING 11

ATTACHMENT E – SAMPLE CONTRACT DOCUMENTS 13

REQUEST FOR PROPOSALS

1. INVITATION TO SUBMIT PROPOSALS

Columbia County will receive proposals for the Request for Proposals (RFP) for:

Alcoholic Beverage Services

Until:

5:00pm, local time, Tuesday, March 25, 2025

Submitted to:

Mary Ann Guess Maryann.guess@columbiacountyor.gov

Briefly, the purpose of this RFP is to solicit offers from potential vendors who are interested in providing alcoholic beverage services at the Columbia County Fair and Rodeo for Columbia County. The contract will be for a period from July 1, 2025 through June 30, 2026. The contract may be extended for up to three additional one-year periods, at the sole option of the County.

Proposals properly submitted and received will be opened immediately following the time proposals are due, and a list of the names of persons submitting proposals will be promptly sent to all such proposers, along with such other information as the public officer considers appropriate at the time.

To be considered, proposals must be submitted electronically in accordance with all the following instructions:

1. Proposals must be submitted as an attachment to an email, submitted to the email address stated above,

2. The subject line of the email must clearly identify the submission as a response to this specific RFP,

3. Unless otherwise stated in the Proposal Requirements, proposal documents may be submitted in PDF format only, and

4. Proposals must not include .zip files and cannot be more than 30 megabytes in size.

5. The email must be marked as received by the County email system no later than 5:00 pm St. Helens time on

March 25, 2025.

Interested parties may download a complete set of RFP documents from the Columbia County webpage at:

https://www.columbiacountyor.gov/bids.

Procurement Schedule: The following schedule is intended to provide general information about this procurement. The County reserves the right to amend the schedule.

Issue Request for Proposals: February 25, 2025

Questions/Clarifications Due at 5:00 p.m.: March 4, 2025

Proposals Due at 5:00 p.m.: March 25, 2025

Notice of Intent to Award Issued: March 27, 2025

Award of Contract: April 14, 2025

The dates provided are estimated and may change in the County’s sole discretion. However, the due date for proposals can only be change by a formal addendum to the RFP as provided below. Proposers are responsible for determining all applicable deadlines.

The County may issue an addendum to modify or add to the terms of the RFP, or to change the time or date for submission of proposals. Any such addendum will be posted and may be downloaded from the Procurement & Purchasing webpage in the same location as the RFP posting. Each proposer is responsible to verify for itself if any addendum has been issued prior to submission of its proposal; the County is not responsible to notify individual prospective proposers of the issuance of an addendum. The requirements or clarifications contained in any addenda issued must be included in the proposals received and will become part of any resulting contract.

The County may reject any proposal not in compliance with all prescribed proposal procedures, requirements, rules, or laws, and may reject for good cause any and all proposals upon the County's finding that it is in the public interest to do so.

2. PREPARATION AND SUBMISSION OF PROPOSALS

2.1 Proposal Preparation. Proposers are responsible to read and understand all portion of the solicitation documents, including attachments and addenda, if any, and to include all requirements in their proposals.

To be responsive, proposals must be made in writing, and address the background, information, questions, criteria, and requests for information contained in the RFP. Proposals must be submitted in the required form and containing all required documents and responses, be signed by the proposer or its authorized representative, and submitted in the manner and number described in the Invitation to Submit Proposals.

2.2 Proposals Subject to Oregon Public Records Law. Proposals submitted in response to this RFP become public records under Oregon law and, following contract award, will be subject to disclosure to any person or organization that submits a public records request. Proposers are required to acknowledge that any proposal may be disclosed in its entirety to any person or organization making a records request, except for such information as may be exempt from disclosure under the law.

Each proposer must clearly identify all information included in its proposal that is claimed to be exempt from disclosure. If the County receives a records request, including subpoena, covering information the bidder believes is covered by an applicable public records exemption, it is the proposer’s responsibility to defend and indemnify the County for any costs associated with establishing such an exemption.

2.3 Proposal Submission. Proposals must be received by the time and date stated for receipt in the Invitation to Submit Proposals. To be considered, proposals must be submitted in the form and manner stated in the Invitation for Proposals, complete with a Proposer’s Statements & Certifications Form signed by the proposer or its authorized representative, responses to all criteria and requirements included in the RFP, other documents required to be submitted, if any, and contain the number of copies required.

By submitting a proposal, proposer acknowledges that the proposer has read and understands the terms and conditions applicable to this RFP and accepts and agrees to be bound by the terms and conditions of the contract, including the obligation to perform the scope of work and meet the performance standards.

2.4 Correction, Withdrawal, and Late Submissions. A proposer may withdraw its proposal at any time prior to the deadline set for receipt of proposals, by email to the person identified for receipt of proposals and may submit a new sealed proposal in the manner stated in the Invitation to Submit Proposals. The County will not consider proposals received after the time and date indicated for receipt of proposals. A proposer may not modify its proposal after it has been deposited with the public officer, other than to address minor informalities, unless the proposal is withdrawn and resubmitted as described above.

3. CLARIFICATION OR PROTESTS OF SOLICITATION DOCUMENTS

3.1 Clarifications. If a proposer finds discrepancies or omissions in the RFP documents, or is in doubt as to their meaning, the proposer must immediately notify the public officer designated for receipt of proposals or other person identified for submission of questions.

If the public officer believes a clarification is necessary, an addendum will be issued in writing not less than 48 hours prior to the deadline for receipt of proposals, and available on the County's Procurement & Purchasing webpage listed above. The addendum may postpone the date for submission of proposals.

The requirements or clarifications contained in any addenda so issued must be included in the proposals received and will become part of any resulting contract.

The apparent silence of the solicitation documents regarding any detail, or the apparent omission from the RFP of a detailed description concerning any point, means that only the best commercial or professional practice, material, or workmanship is to be used.

3.2 Protest of Solicitation Documents. A prospective proposer may protest the competitive selection process or provisions in the RFP documents if the prospective proposer believes the solicitation process is contrary to law or that a solicitation document is unnecessarily restrictive, legally flawed, or improperly specifies a brand name pursuant to the requirements of ORS 279B.405(2) and OAR 137-047-0730. Any written protest must be submitted to the public officer identified for receipt of proposals in the Invitation to Submit Proposals not less than 10 days prior to the deadline for submission of proposals.

Columbia County will consider the protest if the protest is timely filed and contains all the following items:

Sufficient information to identify the solicitation that is the subject of the protest;

The grounds that demonstrate how the procurement process is contrary to law or how the solicitation document is unnecessarily restrictive, is legally flawed or improperly specifies a brand name;

Evidence or supporting documentation that supports the grounds on which the protest is based; and The protest must state the changes to the procurement process or the solicitation document that the prospective proposer believes will remedy the conditions upon which the protest is based.

If the protest meets these requirements, the County will consider the protest and issue a decision in writing. If the protest does not meet these requirements, the County will promptly notify the prospective proposer that the protest is untimely or that the protest failed to meet these requirements and give the reasons for the failure. The County will issue its decision on the protest not less than 3 business days before proposals are due, unless a written determination is made by the County that circumstances exist that justify a shorter time limit.

4. OPENING OF PROPOSALS

4.1 Proposals Held Until Time for Opening. The County will not examine any proposal prior to opening. The public officer designated for receipt of proposals may, as time allows, verify that the response document(s) attached to a submission was received intact, and may, but is not required to, notify a proposer that an emailed submission was received in a defective form.

4.2 Late Submissions. Any proposal or modification received after the designated deadline will not be opened or considered.

4.3 Inspection of Proposals Submitted. The proposals submitted will be open to public inspection after the issuance of notice of intent to award, with the exception of any information covered by an exemption to disclosure.

5. PROPOSAL EVALUATION AND AWARD

5.1 Responsiveness. Proposals will be reviewed by the public officer for responsiveness to the minimum requirements established by the RFP, which include at a minimum, but are not limited to:

Submission of a completed Proposer Statements & Certifications Form in the form included as

Attachment C.

Compliance with proposal procedures and public contracting laws.

Application of any applicable preferences for goods and services that have been manufactured, produced or performed in Oregon (ORS 279A.120), resident bidders (ORS 279A.120), recycled materials (ORS 279A.125), or printing performed within the State (ORS 282.210).

5.2 Proposal Evaluation. The County will make the contract award based on the responsiveness of the actual proposals received to the requirements established in Attachments A and B, considering price, qualifications, experience, resources, proposed services, proposers' past record of performance for the County, and other factors identified in the RFP, as well as responses received from references, interviews, and follow-up questions, if any.

Each proposal will be evaluated by the evaluation committee on the basis of the process and scoring established in Attachment D. Based upon evaluation of the submitted proposals, the evaluation committee may choose to conduct interviews with two or more proposers with the highest-scored proposals. Interviews may include a presentation by the proposer and questions regarding the proposal and services to be provided. Specific criteria for selection interviews, if any, will be distributed at the time interviews are scheduled.

In evaluating the proposals and selecting a contractor, Columbia County reserves the rights to:

Reject any and all proposals, Issue subsequent Requests for Proposals for the same or similar goods or services, Not award a contract for the requested services, Waive any irregularities or informalities, Accept the proposal which the County deems to be the most beneficial to the public and Columbia

County, Negotiate with any proposer to further amend, modify, redefine or delineate its proposal, Negotiate and accept, without re-advertising, the proposal of the next-highest scored proposer, in the event that a contract cannot be successfully negotiated with the selected proposer, which may occur prior to the time a final recommendation for award is made for executive approval, and

Further question any proposer to substantiate claims of experience, background knowledge, and ability.

5.3 Mistakes in Proposals. Minor informalities may be waived. Mistakes discovered after opening where the intended correct statement or amount is clearly evident or properly substantiated may be corrected.

Where the intended correct statement or amount is not clearly evident or cannot be substantiated by accompanying documents, and where the statement or amount is material to determining compliance with the minimum requirements of the RFP, the proposal may not be accepted. The County reserves the right to waive technical defects, discrepancies and minor irregularities, and to not award a contract when it finds such action to be in the public interest.

5.4 Notice of Award. The County will provide written notice of its intent to award to a given proposer or proposers at least 7 days before the award, unless the County determines that a shorter notice period is more practicable. Unless otherwise stated in the RFP documents, the Notice of Intent to Award will be given by posting the notice on the Procurement & Purchasing webpage in the same location as the RFP posting.

5.5 Protest of Intent to Award. Any proposer that submitted a proposal for the RFP and is not recommended for award may protest the County’s recommendation for award. To be considered, the protesting proposer must be eligible to be awarded the contract if the protest is successful. Determination on protests will be made by the decision maker, either the Board or the Finance Director, depending upon which has authority to execute the contract under County rules. To be considered, a protest must comply with the requirements of OAR 137-047-0740 and be received within 7 calendar days after the Notice of Intent to Award.

5.6 Rejection of Proposals. If all proposals are rejected, new proposals may be called for in a new solicitation, or the proposals received may be considered with an opportunity for supplemental submission from those proposers that submitted proposals, if the County finds that it is unlikely that re-advertising would lead to greater competition. The public officer is delegated the authority to reject all proposals, prepare findings of best interests, and provide written notice of rejection of all proposals.

ATTACHMENT A – SCOPE OF SERVICES REQUIRED

The Columbia County Fair Board is seeking an exclusive provider of the alcohol concessions at the Columbia County Fair and Rodeo. The vendor must provide the OLCC license for the facility as well as all their own personnel, equipment and tents, follow all local, state and federal laws and licenses, set up and tear down of their equipment at all events, maintain and provide their own POS system, meet insurance requirements, signage, alcohol monitors, and work with the Fair Board to build sponsorships for the fair

In addition, the vendor will work with Fair Board and event promoters to safely and responsibly provide alcohol service at the annual Fair. Vendor will also work with the Fair Board to market services the vendor can provide in attempts to attract new and different business to the facility. Vendor will provide their own marketing materials and supplies to do so.

ATTACHMENT B – REQUIRED ELEMENTS OF PROPOSALS

A tour of the facility may be made by appointment only. Please call 503.397.4231 if you are interested in receiving a tour of the facilities prior to submission of a proposal.

1. PROPOSAL DOCUMENTS AND FORMAT.

1.1 Documents to be Submitted. The proposal submitted must include all the following:

Responses to each of the required items stated under 1.2 below, A completed and executed Proposer Statements and Certifications form, and A statement of any exceptions taken to the requirements of this RFP.

1.2 Format Requirements. The proposal submitted must be in compliance with the following rules:

Be in the order and numbering requested, Be submitted in the form and within the limitations stated in the Invitation to Submit Proposals, Contain primary text and headings in not less than 10 point type (with smaller text acceptable in notes, graphs, requested tables, and images), and Be limited to 15 pages, nominal 8.5" x 11" size. Pages used for a cover letter (which may not exceed two pages), section dividers, resumes, and exceptions are not included in the page limit.

2. REQUIRED RESPONSE CRITERIA. The proposal must address each of the following:

2.1 Financial Proposal

Please provide your proposed commission percentage broken down in the following format:

Percent of Gross Receipts, Less Gratuity

0 - $10,000 (min. 35%) ___________%

$10,001 - $20,000 (min. 38%) ___________%

$20,001 - $30,000 (min. 41%) ___________%

Over $30,000 (min. 44%) ___________%

2.2 Service Capability

Please provide a summary of your ability to service events at a facility such as the Columbia County Fair and Rodeo including staffing methodology and levels.

2.3 Industry Experience

Please provide a brief summary of industry experience for your key and core staff including details such as, but not limited to, current and previous experience, years in the industry and work at facilities similar to the Columbia County Fairgrounds.

2.4 Financial Stability

Please provide a summary of financial stability including your ability to function in strong and weak economic times.

2.5 Client Support

Please provide a description of how your team will provide support to our facility clients and the Fair providing service that will us all bring our event visions to life.

2.6 Marketing

Please provide examples of marketing and advertising ideas that you would implement with the Fair Board to increase services requested by our clients as well as to entice new clients to bring their events to the Columbia County Fairgrounds.

2.7 References

Please provide three to five references including at least two current clients and facilities such as the Columbia County Fairgrounds.

ATTACHMENT C - RESPONDENT STATEMENTS AND CERTIFICATIONS

Respondent's Name:

RFQ or RFP Title:

RESPONDENT STATEMENTS

Respondent's Offer. Respondent offers to provide the required goods or services in accordance with the requirements of the Request for Proposals (RFP) or Request for Qualifications (RFQ) stated above as stated in the enclosed response. The undersigned Respondent declares that Respondent has carefully examined the above-named RFP or RFQ, and that, if an award is made, Respondent will execute a contract with the County to furnish the goods or services required under the RFP or RFQ response submitted with this form. Respondent attests that the information provided is true and accurate to the best of the personal knowledge of the person signing this document, and that the person signing has the authority to represent the individual or organization in whose name the response is submitted.

Respondent's Acceptance of Terms and Conditions. By execution of this form, the undersigned Respondent accepts all terms and conditions of the RFP or RFQ except as modified in writing in its response. Respondent agrees that the offer made herein will remain irrevocable for a period of 60 days from the date responses are due.

Respondent's Acknowledgement of Public Records Law. By execution of this Form, the undersigned Respondent acknowledges that its entire response is subject to Oregon Public Records Law (ORS 192.410–192.505), and may be disclosed in its entirety to any person or organization making a records request, except for such information as may be exempt from disclosure under the law. Respondent agrees that all information included in this bid that is claimed to be exempt from disclosure has been clearly identified either in the Respondent Statement, or in an itemization attached hereto. Respondent further acknowledges its responsibility to defend and indemnify the County for any costs associated with establishing a claimed exemption.

ADDENDA

Respondent has received and considered, in the accompanying response, the terms of the following addenda, if any:

CERTIFICATIONS

By signing this Respondent's Certification form, Respondent certifies that:

1. Certification of Resident Bidder Status. Respondent is _____is not _____ (check one) a resident bidder, as defined in ORS 279A.120.

2. Certification of Non-Discrimination. Respondent has not discriminated and will not discriminate against a subcontractor in awarding a subcontract because the subcontractor is a disadvantaged business enterprise, minority-owned business, woman-owned business, a business that a service-disabled veteran owns, or an emerging small business that is certified under ORS 200.055.

3. Certification of Non-Collusion. This bid is made without connection or agreement with any individual, firm, partnership, corporation, or other entity making a bid for the same services, and is in all respects fair and free from collusion or collaboration with any other Respondent.

4. Certification of Compliance with Tax Laws. Respondent has, to the best of Respondent's knowledge, complied with Oregon tax laws in the period prior to the submission of this bid, including:

a. All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318,

b. Any tax provisions imposed by a political subdivision of this state that applied to Respondent or its property, goods, services, operations, receipts, income, performance of or compensation for any work performed, and

c. Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions.

The undersigned, by signature here, acknowledges, accepts, and certifies to the statements and certifications as stated above.

RESPONDENT

Authorized signature Respondent’s legal name

Name of authorized signer Address

Title

Date Federal Tax ID number

CONTACT INFORMATION FOR THIS SUBMISSION

Contact name

Telephone number

Email address

ATTACHMENT D – SELECTION PROCEDURE AND SCORING

1. SELECTION COMMITTEE. The Selection Committee will be comprised of:

2. EVALUATION PROCESS. The selection process for this RFP will include the procedures checked here:

Will include evaluation and scoring of initial proposal May Will Not (check one) include interviews of top-scored proposers

May Will Not (check one) include a requirement for additional questions and responses from top-scored proposers

May Will Not (check one) include competitive negotiations with top-scored proposers

Notwithstanding the selection procedures identified above, the County reserves the right to terminate the evaluation process after completion of any procedural stage when, in the County's sole opinion, further evaluation procedures are not required for the County to identify the proposer whose offer will best suit the interests of the County.

3. PROPOSAL SCORING. The County will score proposals according to the following criteria:

Criterion Points

1. Financial Proposal 60

2. Services Capability 60

3. Industry Experience 25

4. Financial Stability 20

5. Client Support 25

6. Marketing 10

Total Possible Points 200

4. SHORTLIST DETERMINATION. If the County is unable to make a determination of the best proposal based upon the proposal scoring, the County may invite up to three proposers to proceed to a further stage of evaluation as identified in A.2 above. If further stage is required, the proposal score will be added to the next stage score in selecting the successful proposer.

5. INTERVIEW SCORING (if used). The County will score interviews according to the following criteria. Each proposer’s interview score will be added to the proposer’s RFP score to produce a final score.

Criterion Points

1. Enhancement and Promotion of Services at Columbia County Fairgrounds 40

2. Interest in Long Term Partnership 30

3. Flexibility 30

Total Possible Points 100

ATTACHMENT E – SAMPLE CONTRACT AND INSURANCE REQUIRED

1. CONTRACT FORM. The contract resulting from this RFP will be prepared using the attached contract form.

2. INSURANCE REQUIREMENTS. The insurance requirements are as stated in the attached Contract form.

3. PROPOSER COMMENTS ON CONTRACT FORM AND INSURANCE REQUIREMENTS.

Any proposer may take exception to conditions in the County’s contract form and insurance requirements by including such exceptions and any proposed changes with the proposal submitted.

The County will consider any proposed changes, inclusions, or exclusions in determining proposal responsiveness or in scoring the proposal.

FAIR PUBLIC SERVICES CONTRACT (ORS Chapter 279B) Page 1

FAIR PUBLIC SERVICES CONTRACT

(ORS Chapter 279B) by and between the Columbia County Fair Board and

This Agreement is made and entered into by and between COLUMBIA COUNTY, a political subdivision of the State of Oregon, acting by and through its FAIR BOARD, hereinafter referred to as "County", and * hereinafter referred to as "Contractor".

WITNESSETH:

IT IS HEREBY AGREED by and between the parties above-mentioned, in consideration of the mutual promises hereinafter stated, as follows:

1. Effective Date. This Agreement is effective on the date last signed below.

2. Completion Date. This contract shall terminate at 11:59 pm on June 30, 2026. It may be renewed for up to three one-year extensions by the County providing the Contractor notice of the intent to extend at least 30 days prior to the end of the then current term of this Contract.

3. Contractor's Services. Contractor agrees to be the exclusive provider of alcohol concessions at the annual Columbia County Fair and Rodeo as described in the Request for Proposals attached hereto as Exhibit A in the manner described in Contractors Proposal attached hereto as Exhibit B . By this reference Exhibit A and Exhibit B are incorporated herein as if set out in full. In case of any conflict between this Agreement and any of the Exhibits, this Agreement shall control over the Exhibits and Exhibit A shall control over Exhibit B.

4. Payment to the County. In payment for the exclusive right granted under this Agreement the Contractor shall pay the County a percentage of its gross receipts according to the schedule set out in Exhibit B.

5. Contract Representatives. Contract representatives for this Agreement shall be:

FOR THE FAIR BOARD

Peggy Howell Fair Board President PO Box 74 St. Helens, OR 97051

FOR CONTRACTOR

All correspondence shall be sent to the above addressees when written notification is necessary. Contract representatives can be changed by providing written notice to the other party at the address listed.

6. Permits - Licenses. Unless otherwise specified, Contractor shall procure all permits and licenses, pay all charges and fees and give all notices necessary for

FAIR PUBLIC SERVICES CONTRACT (ORS Chapter 279B) Page 2 performance of this Agreement prior to commencement of work.

7. Compliance with Codes and Standards. It shall be the Contractor's responsibility to demonstrate compliance with all applicable OLCC, building, health and sanitation laws and codes, and with all other applicable Federal, State and local acts, statutes, ordinances, regulations, provisions and rules. Contractor shall engage in no activity which creates an actual conflict of interest or violates the Code of Ethics as provided by ORS Chapter 244, or which would create a conflict or violation if Contractor were a public official as defined in ORS 244.020.

8. Reports. Contractor shall provide County with periodic reports about the progress of the project at the frequency and with the information as prescribed by the County.

9. Independent Contractor. Contractor is engaged hereby as an independent contractor and shall not be considered an employee, agent, partner, joint venturer or representative of County for any purpose whatsoever. County does not have the right of direction or control over the manner in which Contractor delivers services under this Agreement and does not exercise any control over the activities of the Contractor, except the services must be performed in a manner that is consistent with the terms of this Agreement. County shall have no obligation with respect to Contractor’s debts or any other liabilities of Contractor. Contractor shall be responsible for furnishing all equipment necessary for the performance of the services required herein. In addition:

A. Contractor will be solely responsible for payment of any Federal or State taxes required as a result of this Agreement.

B. This Agreement is not intended to entitle Contractor to any benefits generally granted to County employees. Without limitation, but by way of illustration, the benefits which are not intended to be extended by this Agreement to the Contractor are vacation, holiday and sick leave, other leaves with pay, tenure, medical and dental coverage, life and disability insurance, overtime, social security, workers' compensation, unemployment compensation, or retirement benefits (except insofar as benefits are otherwise required by law if the Contractor is presently a member of the Public Employees Retirement System).

C. The Contractor is an independent contractor for purposes of the Oregon workers' compensation law (ORS Chapter 656) and is solely liable for any workers' compensation coverage under this Agreement. If the Contractor has the assistance of other persons in the performance of the Agreement, the Contractor shall qualify and remain qualified for the term of this Agreement as a carrier-insured or self-insured employer under ORS

656.407. If the Contractor performs this Agreement without the assistance of any other person, unless otherwise agreed to by the parties, Contractor shall apply for and obtain workers' compensation insurance for himself or

FAIR PUBLIC SERVICES CONTRACT (ORS Chapter 279B) Page 3 herself as a sole proprietor under ORS 656.128.

10. Statutory Provisions. Pursuant to the requirements of ORS 279B.220 through 279B.235 and Article XI, Section 10 of the Oregon Constitution, the following terms and conditions are made a part of this Agreement:

A. Contractor shall:

1) Make payment promptly, as due, to all persons supplying to Contractor labor or material for the performance of the work provided for in this Agreement. [ORS 279B.220 (1)]

2) Pay all contributions or amounts due the Industrial Accident Fund from the Contractor or any subcontractor incurred in the performance of this Agreement. [ORS 279B.220 (2)]

3) Not permit any lien or claim to be filed or prosecuted against County on account of any labor or material furnished. [ORS 279B.220 (3)]

4) Pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. [ORS 279B.220 (4)]

B. Contractor shall promptly, as due, make payment to any person, co-partnership, association or corporation, furnishing medical, surgical and hospital care services or other needed care and attention, incident to sickness and injury, to the employees of Contractor, of all sums that Contractor agrees to pay for the services and all moneys and sums that Contractor collects or deducts from the wages of employees under any law, contract or agreement for the purpose of providing or paying for such services. [ORS 279B.230 (1)]

C. Contractor shall pay persons employed under this Agreement at least time and a half pay for work performed on the legal holidays specified in a collective bargaining agreement or in ORS 279B.020(1)(b)(B) to (G) and for all time worked in excess of 10 hours in any one day or in excess of 40 hours in any one week, whichever is greater.

Any employer working under this Agreement shall give notice in writing to employees who work on this Agreement, either at the time of hire or before commencement of work on the contract, or by posting a notice in location frequented by employees, of the number of hours per day and days per week that the employees may be required to work.

D. All subject employers working under this Agreement are either employers that will comply with ORS 656.017 or employers that are exempt under ORS 656.126.

FAIR PUBLIC SERVICES CONTRACT (ORS Chapter 279B) Page 4

E. This Agreement is expressly subject to the debt limitation of Oregon counties set forth in Article XI, Section 10 of the Oregon Constitution, and is contingent upon funds being appropriated therefor. Any provisions herein which would conflict with law are deemed inoperative to that extent.

11. Non-Discrimination. Contractor agrees that no person shall, on the grounds of race, color, creed, national origin, sex, marital status, handicap or age, suffer discrimination in the performance of this Agreement when employed by Contractor.

Contractor certifies that it has not discriminated and will not discriminate, in violation of ORS 279A.110, against any minority, women or emerging small business enterprise certified under ORS 200.055, or a business enterprise that is owned or controlled by or that employs a disabled veteran, as defined in ORS

408.225 in obtaining any required subcontract.

12. Nonassignment; Subcontracts. Contractor shall not assign, subcontract or delegate the responsibility for providing services hereunder to any other person, firm or corporation without the express written permission of the County, except as provided in Contractor's Proposal.

13. Nonwaiver. The failure of the County to enforce any provision of this Agreement shall not constitute a waiver by the County of that or any other provision of the Agreement.

14. Indemnity. Contractor shall indemnify, defend, save, and hold harmless the County, the Fair Board, and their officers, agents and employees, from any and all claims, suits or actions of any nature, including claims of injury to any person or persons or of damage to property, caused directly or indirectly by reason any error, omission, negligence, or wrongful act by Contractor, its officers, agents and/or employees arising out the performance of this agreement. This indemnity does not apply to claims, suits or actions arising solely out of the negligent acts or omissions of the County, the Fair Board, or their officers, agents or employees.

15. Insurance. Contractor shall maintain commercial general liability and property damage insurance in an amount of not less than $2,000,000 per occurrence to protect County, the Fair Board, and their officers, agents, and employees.

Contractor shall provide County a certificate or certificates of insurance in the amounts described above which names County, the Fair Board, and their officers, agents and employees as additional insureds. Such certificate or certificates shall be accompanied by an additional insured endorsement. Contractor agrees to notify County immediately upon notification to Contractor that any insurance coverage required by this paragraph will be canceled, not renewed or modified in any material way, or changed to make the coverage no longer meet the minimum requirements of this Contract.

16. Termination. This Agreement may be terminated at any time in whole or in part by mutual consent of both parties. The County may terminate this Agreement, effective upon delivery of written notice to Contractor, or at such later date as may

FAIR PUBLIC SERVICES CONTRACT (ORS Chapter 279B) Page 5 be established by the County under the following conditions:

A. If Contractor fails to perform the work in a manner satisfactory to County.

B. If any license or certificate required by law or regulation to be held by Contractor to provide the services required by this Agreement is for any reason denied, revoked, or not renewed.

C. If funding becomes inadequate to allow the work to continue in accordance with the project schedule.

In case of termination, Contractor shall be required to repay to County the amount of any funds advanced to Contractor which Contractor has not earned or expended through the provision of services in accordance with this Agreement. However, Contractor shall be entitled to retain all costs incurred and fees earned by Contractor prior to that termination date, and any amounts remaining due shall be paid by County not to exceed the maximum amount stated above and decreased by any additional costs incurred by County to correct the work performed. The rights and remedies of the County related to any breach of this Agreement by Contractor shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. Any termination of this Agreement shall be without prejudice to any obligations or liabilities of either party already accrued before such termination.

17. FORCE MAJEURE. To the extent that either party to this Agreement shall be wholly or partially prevented from the performance of any obligation or duty placed on such party by reason of or through riot, fire, flood, acts of war, insurrection, accident, order of any court, act of God, terrorist act, pandemic, epidemic, declared state of emergency, public health emergency or other cause reasonably beyond the party's control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed.

Determination of force majeure shall rest solely with the FAIR BOARD. Each party shall make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this Agreement.

18. Time of the Essence. The parties agree that time is of the essence in this Agreement.

19. Ownership of Documents. All documents of any nature and/or electronic data including, but not limited to, working papers, reports, material necessary to understand the documents and/or data, drawings, works of art and photographs, produced, prepared and/or compiled by Contractor pursuant to this Agreement are the property of County, and it is agreed by the parties that such documents are works made for hire. Contractor hereby conveys, transfers, and grants to County all rights of reproduction and the copyright to all such documents.

FAIR PUBLIC SERVICES CONTRACT (ORS Chapter 279B) Page 6

20. Mediation. In the event of a dispute between the parties arising out of or relating to this Contract, the parties agree to submit such dispute to a mediator agreed to by both parties as soon as practicable after the dispute arises, and preferably before commencement of litigation of any permitted arbitration. The parties agree to exercise their best efforts in good faith to resolve all disputes in mediation.

21. Choice of Law. This Agreement shall be governed by the laws of the State of Oregon.

22. Venue. Venue relating to this Agreement shall be in the Circuit Court of the State of Oregon for Columbia County, located in St. Helens, Oregon.

23. Attorney’s Fees. In the event an action, suit or proceeding, including appeal therefrom, is brought for failure to observe any of the terms of this Agreement, each party shall be responsible for its own attorney’s fees, expenses, costs and disbursements for said action, suit, proceeding or appeal.

24. Severability. If any provision of this Agreement is for any reason held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed a separate, distinct and independent provision and such holdings shall not affect the validity of the remaining portions hereof.

25. No Third-Party Rights. This Agreement is solely for the benefit of the parties to this Agreement. Rights and obligations established under this Agreement are not intended to benefit any person or entity not a signatory hereto.

26. Fair Requirements. Contractor shall comply promptly with any requests by the Fair Board President relating to the emphasis or relative emphasis to be placed on various aspects of the work or such other matters pertaining to said work, including but not limited to the sound levels projected by Contractor.

27. Tax Compliance. As required by ORS 279B.045, Contractor represents and warrants that Contractor has complied with the tax laws of this state and all political subdivisions of this state, including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318. Contractor shall continue to comply with the tax laws of this state and all political subdivisions of this state during the term of the public contract. Contractor’s failure to comply with the tax laws of this state or a political subdivision of this state before the Contractor executes this Agreement or during the term of this Agreement is a default for which County may terminate this Agreement and seek damages and other relief available under the terms of this Agreement or under applicable law. Contractor hereby certifies, under penalty of perjury, as provided in ORS 305.385(6), that to Contractor’s knowledge, Contractor is not in violation of any of the tax laws of this state or political subdivision of this state, including but not limited to ORS 305.380(4).

FAIR PUBLIC SERVICES CONTRACT (ORS Chapter 279B) Page 7

28. Family Appropriate. Contractor is reminded that the Columbia County County Fair and Rodeo is a family friendly even and Contractor shall adjust its operations accordingly to meet the family friendly standards of the County Fair. All work shall be performed in a professional and family friendly manner and, unless the means or method of performing a task are specified elsewhere in this Contract, Contractor shall employ methods that are generally accepted and used in the Fair industry, in accordance with industry standards. The Fair Board President shall review actions by Contractor to make sure Contractor is providing the services agreed to in this Contract.

29. Copyright. Contractor shall be solely responsible for payment of any and all royalty fees payable as a result of the performance of any copyrighted music, sale of merchandise, or matters performed pursuant to the copyright laws of the United States and will hold harmless and indemnify the County, the Fair Board, and their officers, agents, and employees from any claims arising therefrom.

30. Counterparts. This Agreement may be executed in several counterparts (facsimile or otherwise), all of which when taken together shall constitute one agreement binding on all Parties, notwithstanding that all Parties are not signatories to the same counterpart. Each copy of this Agreement so executed shall constitute an original.

31. Electronic Signatures. The Parties agree that signatures showing on PDF documents, including but not limited to PDF copies of the Agreement and amendments, submitted or exchanged via email are “Electronic Signatures” under ORS Chapter 84 and bind the signing Party and are intended to be and can be relied upon by the Parties. County reserves the right at any time to require the submission of the hard copy originals of any documents.

32. ENTIRE AGREEMENT. THIS AGREEMENT (INCLUDING THE

CONTRACTOR'S PROPOSAL) CONSTITUTES THE ENTIRE AGREEMENT

BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR

CHANGE OF TERMS OF THIS AGREEMENT SHALL BIND EITHER PARTY

UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER,

CONSENT, MODIFICATION OR CHANGE, IF MADE, SHALL BE EFFECTIVE

ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE

GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR

REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN

REGARDING THIS AGREEMENT. CONTRACTOR, BY THE SIGNATURE OF

ITS AUTHORIZED REPRESENTATIVE(S) BELOW, HEREBY

ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS

IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

FAIR PUBLIC SERVICES CONTRACT (ORS Chapter 279B) Page 8

CONTRACTOR

By:

Title:

Date:

COLUMBIA COUNTY, OREGON

ACTING BY AND THROUGH ITS

FAIR BOARD

By:

Peggy Howell, Fair Board President

Mary Ann Guess, Fair Board Secretary

Date:

Approved as to form

By:

Office of County Counsel