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HomeMy WebLinkAbout2011-205 BOCC - Becky Butler for Minute Preparerivy ~~ ORANGE COUNTY NORTH CAROLINA [Departmental Use Only] TITLE Board of Commissioners FY 2011-12 CONTRACT UNDER $13,000.00 THIS AGREEMENT, made and entered into this lst day of July, 2011, ("Effective Date") by and between Orange County, North Carolina, a body politic and corporate organized under the laws of the State of North Carolina, (the "County"), party of the first part; and Becky Butler (the "Provider"), party of the second part; WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement, time being of the essence: The services and/or materials (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: Services to be provided as described in Exhibit A, "Scope of Services." Should a conflict arise between Exhibit A and this Agreement, this Agreement shall control. The term of this agreement rendered shall be from July 1, 2011 to June 30, 2012. 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 to the satisfaction of the County. Provider shall be responsible for all errors or omissions, 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. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement, without the prior written approval of the County. SPECIFIC TERMS 1. Payment: The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed thirteen thousand dollars ($13,000.00) at $80/per recorded meeting hour of Board of County Commisisoners meetings. Payment shall be made within thirty (30) days of an invoice properly submitted to County. 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. 2. Non-waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent Provider, and the County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4. Insurance: The Provider shall obtain, at its sole expense, all insurance needed to adequately insure itself during the performance of these services as required by the County's Risk Management Policy. Revised April 2010 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. 7. Entire Agreement: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signature. 8. Governin Lg aw: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina. 9. 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 and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY County M ger 200 S. Came n t. P.O. BOX 8181 Hillsborough, NC 27278 PROVID By: B But er P. O. Box 665 Hillsborough, NC 27278 This instrument has been pproved as to technical content. Donna S. Baker , ep ent Director This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. ~~ .~~ ~~ Office of the Finance Director This ins ment has been approved as to form and legal sufficiency. _ ~ Office of the o ty Attorney Revised April 2010 2 Exhibit A SCOPE OF SERVICES ORANGE COUNTY AND BECKY BUTLER NORTH CAROLINA ORANGE COUNTY This agreement made and entered into the 1st day of July, 2011 between the Orange County, for its County Commissioner's Office, hereinafter referred to as "County", and Becky Butler hereinafter referred to as "Contractor", for the preparation of minutes for meetings of the Orange County Board of Commissioners. Terms of agreement The Agreement shall commence on July 1, 2011 and shall continue through June 30, 2012. County Responsibilities: 1. County will provide cassette tapes/cd's and draft notes of County Commissioner meetings for which minutes are to be prepared to Contractor within one day following meeting. 2. County will pay invoice for services within 15 days of receipt. Contractor Responsibilities: _ 1: Contractor will submit draft minutes of meetings to the Clerk to the Board of County Commissioners within twelve days of meeting date. 2. Minutes will be prepared using MSWord, in a version that shall be compatible with that currently being used by County. Minutes shall be submitted on disk or electronically to DBakerCa~co.orange.nc.us (for Commissioner minutes). 3. Contractor shall invoice County for $80 per recorded hour of tape upon completion of draft minutes for the period July 1, 2010 through June 30, 2011. Invoices for Commissioner minutes shall be sent to Clerk to the Board. County will make payment within 15 days from receipt of invoice from Contractor. Independent Contractor The contractor is an independent contractor and not an employee as defined in N.C.G.S. Section 97-2(2). The contractor will therefore not be covered by worker's compensation insurance provided to County employees by Orange County. The contractor understands that she is an independent contractor and agrees that no worker's compensation insurance coverage is provided through this agreement. Termination Either party may terminate this agreement upon 30 days written notice to the other party• Notice Notice is deemed to have been properly given when written notice is mailed or hand- delivered to: For County: Orange County Exhibit A Donna Baker, Clerk to the Board PO Box 8181 Hillsborough, NC 27278 Contractor: Becky Butler P. O. Box 665 Hillsborough, NC 27278