HomeMy WebLinkAbout2012-023 EDC - NC State University for Consulting Services to Small Business $10,000,Zo/~-r~~3
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[Departmental Use Only]
TITLE NCSU
FY 2011
ORANCE COUNTY (~-~~~(~
CONTRACT UNDER $10,000.00 i~1 (~ u~~
NORTH CAROLINA
THIS AGREENIENT, ruade aiid entered into tliis lst day of July, 2011, ("Effective Date~') by and
between Orange County, Nortli Carolina, a body politic and corporate organized under tl~e laws of the State
of North Carolina, (the "County"), party of tlie tirst part; and North Carolina State University for and on
behalf of its Small [iusiness and Technology Development Center, 5 West Har~ett Street, Suite 600, Raleigh,
North Carolina 2760 1-1 348, hereinafter referred to as the "Sf3TDC:" (the "Provider"), party of the second
part;
WITNESSC'1'I~I:
For the purpose and subject to the terms and conditions hereinatter sel forth, the County hereby
coiitracts for the services of the Provider, and the Pmvider agrees to provide the following services to the
County in accordance witli tlie tem~s of tiiis A~reeme~it, time being of the essence:
The services and/or materials (hereinafter referred to coilectively as "Services-') to be furnished
under tlus Agreement are as follows:
WHEREAS, the on-going work of tl~e Orange County SBTDC is coiisisteilt with the Urange County
Economic Development Strategic Plan; and
WHERCAS, the work of the Orange Caiulty SQTDC, the development of nlore coinprehensi~re small
business infonnation, and a public awareness and educational program on the services available to small
business, is an integral part of ineeting the objectives specified in the Oran~~e County Economic
Development Strate~ic Plan; and
WHER~AS, Orange County Economic Development, hereinai~ter referred to as OCED, has endorsed
the Orange County SBTDC concept, and ilas encouraged the County's support, tinancial and otherr~~ise; and
WHEREAS, OCED is an agency ol'the County; and
WHERCAS, economic development is an i~uport~nt public purpose which can be aided by
contributions of Orange County funds; and
WI-lEREAS, Orange County supports the Economic Development Strategic Plan, and public-private
i~iitiatives to implecnent the Plan.
Now, therefore, in consideration of the ~~bove and tlie mutual covenants aiid considerations
hereinafter set forth, the County and the SBTDC: a~ree as follows:
First, in consideration of OCEDs on-going support, the SBTDC will maintain a regional oftice in
Orange County. This will consist, at II11I11111U111, oi'the presence of three professional staff inembers in the
County.
Second, the SBTDC ~vill mak~ its gencral business consulting services and more specialized services
and counseling in the areas of international trade, tecluiology development, and go~~ernment procurement
(including Pro-Bid) available to sm~ll tirms and would-be entrepreneurs throughout the County. Where
appropriate SBTDC will work with specitic clients referred by the EDC.
ReviseJ July 2010
Third, one or more resources libr~ries will be maintained in the County and handout materials will be
available. The SBTDC also will provide access to specialized softw~are such as ProfitCents, a business
b~nchuklrki~i~ &,_t~u~~icials comparisan prograiu, and otller business start-up and assistance resources at no
~';r`c~iar tc~ tle s~~sses.
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Fourth. the SBTDC will continue to develop and offer with OCED and other sponsors a variety of
training pro=rams both for small business fii-~ns and ior tliose who serve small businesses (such as bankers).
These w~ill be scheduled as requested/n~eded throughout the term of this agreement. An ongoing focus
durin~ the tenn of'dlis contract shall contiuue to be assistance to female and minority owned businesses.
Fifth, tl~e SBTDC w~ill ~vork actively to increase public awareness of and access to its services
throughout the County. A visitation effort will be conducted ta acquaint Orange County's employers with
services that can assist them ~~~itli expansion. Efforts ~Till be made to fully involve other agencies and
resources such as Chambers of Cammerce, SCOR~. the local community college, Good~~-ork, Self Help, and
local professional and civic ~roups.
Sixth, the SBTDC ~vill provide technical assistance. business plan and loan package preparation
assistance to businesses aild individuals prepaiing to apply far tinancing from the Orange County Small
Business Loan Pool.
Seventh, the SBTDC will provide OC~D with a written ~nnual report. This will detail the program
and service activities of the SB1'DC in Orange Co~ulty for tlie year. The SBTDC also will provide a report of
client evaluations of services each year.
Eighth, the SBTDC ~~ill make its best ~oocl f~ith effort to continue and/or expand the level of service
in Orange County proposed under this agreement beyond the terms of this agreement.
Ninth, ir~ return for tlie foregoing, lhe Couniy will pay the SBTDC S10,000 in one installment (which
may be used to Uay for supplies, rent, parking, or any other operating expenses necessary to help keep this
SBTDC regional center oftice in Orange County). The County will make efforts for this payment to be made
on or about October 1~, 201 1, or as soon thereafter as passible.
Tenth, OCED will actively suppoi-t ai~d proinote tlie programs and services of tlie SBTDC within
Orange County.
Eleventh, the Director of OCED will remain a member of tlle SBTDC Regioiial Advisory Board as
long as this aereement is in effect.
T~velfth, the SBTDC authorizes inspection by the Orange County Finance Director or l~is designee of
so much of the books and records of the Sf3TDC, which docu-nent receipt and expenditure of County iunds.
The books and records of the SBTDC shall be m~de available to [he County Finance Director or his designee
upon reasonable notice.
Thirteenth, in die event that the SBTDC ceases to tunction or ceases to provide the services
described herein wiihout a County approved written assignment or release by Counry of its responsibilities,
this agreement will tenninate and che SBTDC ~vill retucn any unexpended and unobli~ated moneys paid the
SBTDC pursuant to this agreemeut. y
The ter~n of this agreement rei~dered shall be li•oin July 1, 2011 to June 30, 2012.
Provicier represents and agrees th~~t Provider is qualitied lo perfonn and fiilly capable of performing and
providing the services required or necessary under this Agreement in a h~lly competent, professional and
timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in
R~~-~tza .i~iy 2n t o 2
the perforniance of the Agreement. Provider agrees that Provider shall not sub-contract any of the services to
be provided in this A~reement, nor shall Provider assign any right or responsibility granted or required by
this Agreement, witliout the prior written ~pprov~l of~tlte County.
SPECIFIC TLRMS
l. Pa}nuent: The County agrees to p~y at tlie rates specified for Services satisfactorily
performed in accord with tliis A~ eement. Tl~e amount to be paid by the County shall not exceed ten
thousand dollars, ($10,000.00). Payment shall be made ~~~ithin Chirty (30) days of an invoice properly
submitted ta County. Should Provider fail to perforn~ its duties under the tenns of this Agreement, County
may, without fault or penalty, withhold any payment associated witli tlie Nrork to be perfornied until such
cime as said work is completed.
2. Non-waiver: Failure by County at any time tci r~quire the performance by Provider of any
of the provisions hereof shall in no ~vay ~~~aive or affect the County's right hereunder to enforce the same, nor
shall any waiver by the County of any bre~ch be held la be a waiver of any succeeding breach or a~~~aiver of
this Non-Waiver Clause.
3. lndependent Contractor: The I'rovider ~hall operate as an independent Provider, and die
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 perfai7nr;d hereunder for federal or state tax, uneulployment or
~vorkers' compensation purposes. The Pravider understlnds th~t neitlier federal, nor state, nor payroll tax of
any kind shall be withheld or paid by the County on behali'of the Provider or the eulployees of the Provider.
4. (nsurance: At its own expense, Provider shall ~naiiitain in effect tlv~ou~hout the ternis of chis
contract insurance required by the State of North Carolina. ~
5. Indemnity: Parties shall be liable for tl~eir own ~cts of negligence and omission.
6. Tern~ination: This agreement may be terminated at 1ny time t-pon tlle mutual consent of the
parties or upon 90 days advance written notice by either party.
7. Entire Agceement: The pa~rties have read this Agreement and agree to be bowtd by all of its
terms. and furtlier agree that it constitutes the complete and exclusive statement of the Agree~nent between
the parties unless and until moditied in writin~ ~nd si~ted by the parties. Moditications may be evidenced
by telefacsimile signature.
8. Governing Lan~: Both pariies agree that this Agreement shall be governed by the laws of the
State of North Carolina. Should either party initiate litigation ro setcle any dispute involving tl~e tenns oti this
A~reement such liti~ation shall be initiated in tfie Gcneral Court of Justice of Nortlt Carolina seated in Wake
Caunty. Nortli Carolina.
9. Non Appropriation: Provider acknowledges tliat County is a~overr-mental 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 ~mlvailable and not ~pprapriated for the performance of Countti~'s
obligations under this Agreement, then this Agreement shall a~rtomatically expire without penalty to County
immediately upon w~ritten notice to Provider oi'tl~e unavailability and non-appropriation of public funds.
Revis~d Julv "?f110
[N ~~'ITNESS V4'HEREOF, Orange County and the Provider have sigiied this Agi'eement. effective
as of the day tirst written above.
ORANG COUNTY'
By:
Co nty M a er
300 S. Cam ron t.
P.O. Box 8181
Hillsborough, NC 27278
P V ER
By:
Ti e: ~tE~fan;~ 0. S t~r:~
a; ~a^~r ~;i~nt ~ ~a~ations
a~`~r:! ~~_ :ii:~a'~on
NCS!J SN~~,sored Frog~ums
This inst ment h been approved as to technical content.
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Steve rantley, Department i tor
This instrument has been pre-au ited in the manner rec~uired by the Local Government Budget and Fiscal
Coutrol Act.
C~G~.,~/ ,~• ~~
Office of the Finance Director
Tlus ins ment has been approved as to fonn and le~al sufiiciency.
Uffice of the C nty Attorney
Reviud luly 301U 4,