HomeMy WebLinkAbout2010-128 Animal Svc - HLP, Inc., to provide a site for a regional Chameleon Software Products Mini Conference s
Jul 01 10 12:08p Kristin Sohiechi 303-9148633 p.1
AGREEMENT BETWEEN HLP INC.AND QRANGE COUNTY TO PROVIDE A SITE
FOR A REGIONAL CHAMELEON SOFTWARE PRODUCTS MINI-CONFERENCE
This Agreement is entered into by and between the County of Orange, North Carolina (the
"County")and Chameleon Software Products,HLP Incorporated("HLP")to provide HLP with a
site and supplies to hold a regional Chameleon Software Produces ("Chameleon') Mini-
Con*nnce, This Agreement if entered into on this the_day of___,2010,
W4M REAS, HLP is the sole proprietor for Chameleon, a well established and specialized
software application for use in professional animal services operation;and
WHEREAS,HLP offers regional mini-conferences for the benefit of its customers and through
these conferences reviews updates and provides training related to its software products and
application,and
WHEREAS,Orange County Animal Services is a long-term HLP customer which seeks to stay
abreast of recent developments and ensure staff proficiency relative to Chameleon and its uses;
and;
WHEREAS, Orange County Animal Services has the facility and interest in co-sponsoring a
regional Chameleon Mira-Conference,for the benefit of other area users as well as its own staff
and their professional development;
NOW, THEREFORE,in consideration of the mutual promises and covenants contained herein,
the County of Orange and the HLP agree as follows:
1. HLP will provide a two-day Chameleon Mini-Conference at the County's Animal
Services Center on August 3 -4,2010,
2. Responsibilities of HLP:
a. HLP will have responsibility for all planning, logistics, outreach and advertising
done in connection with the Chameleon Mini-Conference;
b. HLP will maintain sole responsibility for registering individuals in the Chameleon
Mini-Conference. Enrollment in the conference will be limited to 50 individuals;
a HLP is solely responsible for the contents of and statfing for the mini-conference.
d. HLP will guarantee registration of four(4) Orange County Animal Services staff
at no fee;
3. Responsibilities of Orange County Animal Services: i
a. Provide the Community Room within the facility located at 1601 Eubanks Road,
Chapel Hill,North Carolina 27516,for the regional Mini•-Conference;
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Jul 01 10 12;08p Kristin Schieohl 303-914-8633 p.2
b. Assure available parking for registrants to and HLP staff for the regional Mini-
Conference. Parking may involve the use of a nearby Park and Ride as well as
parking at the Animal Services Center.
c. Provide information about local eateries, lodging and otherwise reasonably
coordinate with IMP in making advance local information available to registrants.
d. Coordinate in the set-up of the Animal Services Center's Community Room for
the Chameleon lvlini-Conference in the manner preferred by HLP,
4. independent Contractor. The services which HLP shall render under this
Agreement shall be as an independent contractor with respect to the County.
Nothing contained in this Agreement shall be construed to create the relationship of
Principal and agent,or employer and employee,between HLP and the County.
5. Hold Harmless: HLP agrees to indemnify and hold harmless the County from all
loss,.liability,claims or expense,including attorney's fees,arising out of or related to
the training and arising from bodily iniury including death or property damage to any
person or persons caused in whole or in pact by the negligence or misconduct of HLP
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 HLP to indemnify the County to
the fullest extent permitted under North Carolina law.
6, Compliance with Laws. HLP shall comply with all federal and state laws,
ordinances, codes,rules, regulations, and licensing requirements that are applicable j
to the conduct of its business.
7. Termination. This Agreement may be terminated at any time upon mutual consent
of both parties or after 30 Clays upon written notice of termination by one of the
contracting parties. Either party upon written notice to the other party may terminate
this Agreement immediately,for cause,the term mating party shall in writing to the 1
other party detailing the grounds for termination. j
I
S. Amendments. This Agreement may be amended only by written amendments duly
executed by the County and HLP, `
9. Non-Assignment. HLP shall not assign all or any portion of this Agreement without
the prior written consent of the County.
i
10. Entire Agreement. This Agreement and any documents attached to this Agreement
represent the entire agreement between the parties and supersede all prior oral or j
written statements or agreements. All promises, requirements, terms, conditions, i
provisions,representations,guarantees,and warranties contained herein shall survive
the Agreement expiration or termination date unless specifically provided otherwise
herein,or unless superseded by applicable Federal or State statutes of limitation.
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11, Invalid Provisions. If any terns,provision,or condition of this Agreement is found �
to be illegal, void, or unenforceable to a court of competent jurisdiction,the Test of
this Agreement shaU.remain in #till force and effect. The invalidity or
unenforceability of any term or provision hereof shall in no way affect the validity or
enforceability of any other term or prevision.
12, 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 HLP,Inc
Atm.:Animal Services Director Attention: Kristin Schiechl
P.O.Box 8181 Director of Operations,ELP,Inc.
Hillsborough,NC 27278 Chameleon Software Products
13, Governing Law. 'The laws of the State of North Carolina shall govern the validity
and interpretation of the provisions,terms,and conditions of this Agreement,
IN WITNESS WHEREOF, the parties have hereunto signed this Agreement in their official
capacities on the day and year listed below.
FOR IRLP INC.
C.
Kristin Schiechl,Director of Operations Date
FOR AND ON DIEFLALF OF ORANGE COUNTY
(19sw 7 1� a
Frank W.Clifton,OVange County Manager Date
Approved as to technical content:
Robert),. ar Animal Services Director
Approved as to form and legal sufficiency:
tte M, Moore, Staff Attorney
"This instrument has been pre-audiied in the manner required by the Local Government Budget
and Fiscal Control Act:"
Clarence G. Grier,Financial Services Director
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