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HomeMy WebLinkAbout2011-070 Health - Megan Clarke for NACCHO Tobacco Control Action Planning Meeting Facilitator $500f mC~Op~ ORANGE COUNTY NORTH CAROLINA [Departmental Use Only] TITLE Co-Facilitator FY 2011 -2012 CONTRACT UNDER $10,000.00 ~~ ~~ ~,~~~~~~ THIS AGREEMENT, made and entered.into this 7th day of November, 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 Megan Clazke (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 aze as follows: 1. The Provider will serve as co-facilitator for the Orange County Tobacco Control Action Planning Meeting on Monday, November 14, 2011 funded by the National Association of Local Boazds of Health (NALBOH) and National Association of County and City Health Officials (NACCHO). 2. The Provider will meet with Orange County Health Department staff prior to the meeting to review logistics, goals, and expectaitons. 3. The Provider will participate in a conference call with NACCHO staff prior to the meeting to discuss co-facilitation assignments. 4. The Provider will arrive at the meeting no later than 8:30am and remain until completion at 4:OOpm. 5. The Provider will serve as a neutral parry during the meeting who's purpose is not necessarily to offer judgement or opinions, but to facilitate discussion and ensure that all participants are respected and heazd. 6. The Provider will keep discussion from the meeting confidential unless- otherwise directed by Health Department staff. 7. The Provider will take written or typed notes of the discussion during the meeting and provide typed copies to the Orange County Health Department by December 31, 2011. The term of this agreement rendered shall be from November 4, 2011 to December 31, 2011. 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 Revised July 2010 ~~' ~ 1 1. Pa ent: The County agrees to pay ~h ~ for Services satisfactoril ~~ Y performed in accord with this Agreement. The amount to be paid by the County shall not exceed five- hundred dollars, ($500.00). 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 Provides of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same; ~aor 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 payr~ 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. 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 Law: 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 Cazolina seated in Orange County, North Cazolina. 9. Non Appro nation: 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 aze 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 - PROVIDER Revised July 2010 2 By: County Merger 200 S. Cameron St. P.O. Box 8181 Hillsborough, N - 27278 By: ~ ,(, rt Title: Megan Clarke 338 Cobblestone Court Chapel Hill, NC 27514 This instrument has been approved as to technical content. 1 ~~...~ Colleen Bridger, Department Dire r 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 strum has been approved as to form and legal sufficiency. Offi of the unry A orney Revised July 2010 3