HomeMy WebLinkAbout2012-308 Health - Cooperative Extension Service for Services of a Garden Manager for Fairview Community Garden $12,000 [Departmental Use Only]
TITLE Garden Manager
FY 2012-13
NORTH CAROLINA
SERVICES AGREEMENT UNDER$90,000.00
ORANGE COUNTY
This Services Agreement (herinafter "Agreement"), made and entered into this 1st day of
August, 2012, ("Effective Date") by and between Orange County, North Carolina a body politic
and corporate of the State of North Carolina (hereinafter, the "County") and Orange County
Cooperative Extension Service, (hereinafter, the "Provider").
WITNESSETH:
That the County and Provider, for the consideration herein named, do hereby agree as
follows:
1. Services
a. Scope of Work.
i) This Agreement is for services to be rendered by Provider to County with respect
to (insert type of project): Services of a Garden Manager for the Fairview
Community Graden, funded by a 1-year Eat Smart Move More Community
Grant.
ii) By executing this Agreement, the 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.
iii) Time is of the essence with respect to this Agreement.
iv) The services to be performed under this Agreement consist of Basic Services, as
described and designated in Section 3 hereof. Compensation to the Provider for
Basic Services under this Agreement shall be as set forth herein.
2. Responsibilities of the Provider
a. Services to be provided. The Provider shall provide the County with all services
required in Section 3 to satisfactorily complete the Project within the time limitations
set forth herein and in accordance with the highest professional standards.
b. Standard of Care.
i) The Provider shall exercise reasonable care and diligence in performing services
under this Agreement in accordance with the highest generally accepted standards
of this type of Provider practice throughout the United States and in accordance
with applicable federal, state and local laws and regulations applicable to the
performance of these services. Provider is solely responsible for the professional
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quality, accuracy and timely completion and/or submission of all work related to
the Basic Services.
ii) 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.
iii) The Provider shall not, except as otherwise provided for in this Agreement,
subcontract the performance of any work under this Agreement without prior
written permission of the County. No permission for subcontracting shall create,
between the County and the subcontractor, any contract or any other relationship.
iv) Provider is an independent contractor of County. Any and all employees of the
Provider engaged by the Provider in the performance of any work or services
required of the Provider under this Agreement, shall be considered employees or
agents of the Provider only and not of the County, and any and all claims that may
or might arise under any workers compensation or other law or contract on behalf
of said employees while so engaged shall be the sole obligation and responsibility
of the Provider.
v) Provider agrees that Provider, its employees, agents and its subcontractors, if any,
shall be required to comply with all federal, state and local antidiscrimination
laws, regulations and policies that relate to the performance of Provider's services
under this Agreement.
vi) If activities related to the performance of this Agreement require specific licenses,
certifications, or related credentials Provider represents that it and/or its
employees, agents and subcontractors engaged in such activities possess such
licenses, certifications, or credentials and that such licenses certifications, or
credentials are current, active, and not in a state of suspension or revocation.
3. Basic Services
a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows
(fully describe services to be provided):
b. Recruitment, hiring and supervision of a Garden Manager.
c. Submission of bi-monthly invoices for Garden Manager's salary and travel if
applicable.
d. Participation in Eat Smart Move More Community Grant meetings or conference calls
as needed.
e. Communicate regularly with Health Department staff assigned to grant project
oversight.
f. Assist with grant-related data collection and evaluation efforts.
g. The Community Garden Manager will be responsible for on-going implementation of
the Community Garden Work Plan; organizing and supervising work day tasks;
communicating with Community Garden Members; and general management and
maintenance of the garden and garden tools. Specific tasks of the Community Garden
Manager will include:
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h. Developing, in collaboration with the Community Outreach/Interagency Liaisons
(COILs), an overall work plan for revitalizing, maintaining, and sustaining the
Fairview Community Garden;
i. Providing general care and maintenance of the garden throughout the year;
j. Organizing,preparing, and supervising garden workday tasks;
k. Facilitating communications about garden workdays, activities and events;
1. Coordinating decisions about and acquisition of seeds and plants;
in. Participating in garden promotion activities within the community such as Marketing
Campaigns and Fairview Community Watch events;
n. Facilitating Community Garden Team meetings;
o. Keeping records on Garden Workdays attendance and accomplishments;
p. Maintaining regular communications with the Community Garden
COILS;Encouraging and building gardening knowledge and skills of Community
Garden Members;
q. Participating in Community Garden Evaluation activities.
r. The Orange County Health Department will:
S. Provide project-related technical support and guidance. Communicate information
received from Grantor--Healthy Communities - Section, Physical Activity and
Nutrition Branch,NC Department of Public Health.
t. Process project-related Invoices in a timely manner.
u. Participate in garden-related events and planning meetings initiated by Cooperative
Extension, Garden Manger and COILs.
v. Request project related reports in a timely manner and provide any needed forms
and/or training to complete reporting tasks.
W.
4. Duration of Services
a. Tenn. The term of this Agreement shall be from August 1, 2012 to May 31,2013.
b. Scheduling,of Services.
i) The Provider shall schedule and perform his activities in a timely manner.
ii) Should the County determine that the Provider is behind schedule, it may require
the Provider to expedite and accelerate his efforts, including providing additional
resources and working overtime, as necessary, to perform his services in
accordance with the approved project schedule at no additional cost to the
County.
iii) The Commencement Date for the Provider's Basic Services shall be August 1,
2012.
5. Compensation
a. Compensation for Basic Services. Compensation for Basic Services shall include all
compensation due the Provider from the County for all services under this Agreement
except for any authorized Reimbursable Expenses which are defined herein. The
maximum amount payable for Basic Services shall not exceed Twelve thousand
Dollars ($12,000). Payment for Basic Services shall become due and payable within
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thirty (30) days of Provider properly invoicing County. Payment shall be subject to
provisions of Section 5(b).
b. Disputes. In the event the amount stated on an invoice is disputed by the County, the
County may withhold payment of all or a portion of the amount stated on an invoice
until the parties resolve the dispute. 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.
c. Additional Services. County shall not be responsible for costs related to any services
in addition to the Basic Services performed by Provider unless County requests such
additional services in writing and such additional services are evidenced by a written
amendment to this Agreement.
6. Responsibilities of the County
a.Cooperation and Coordination. The County has designated (Health Director) to act as the
County's representative with respect to the Project and shall have the authority to
render decisions within guidelines established by the County Manager and/or the
County Board of Commissioners and shall be available during working hours as often
as may be reasonably required to render decisions and to furnish information.
7. Insurance
a. General Requirements. The Provider will be responsible for the negligence of its
employee and agents working under this Agreement to this extent of the North Carolina
Tort Claims Act.
8. Indemnity
a. Indemnity. The Provider will be responsible for the negligence of its employees and
agents to the extent of the North Carolina Tort Claims Act. It is the intent of this
provision to require the Provider to indemnify the County to the fullest extent permitted
under North Carolina law.
9. Amendments to the Agreement
a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional
compensation or a change in duration of this Agreement shall be made by a written
Amendment to this Agreement executed by the County and the Provider. The
Provider shall proceed to perform the Services required by the Amendment only after
receiving a fully executed Amendment from the County.
10. Termination
a.Termination for Convenience of the County. This Agreement may be terminated without
cause by the County and for its convenience upon seven (7) days' prior written notice
to the Provider.
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b.,Other Termination. The Provider may terminate this Agreement based upon the County's
material breach of this Agreement; provided, the County has not taken all reasonable
actions to remedy the breach. The Provider shall give the County seven (7) days'
prior written notice of its intent to terminate this Agreement for cause.
c.Compensation After Termination.
i) In the event of termination, the Provider shall be paid that portion of the fees and
expenses that it has earned to the date of termination, less any costs or expenses
incurred or anticipated to be incurred by the County due to errors or omissions of
the Provider.
ii) Should this Agreement be terminated, the Provider shall deliver to the County
within seven (7) days, at no additional cost, all deliverables including any
electronic data or files relating to the Project.
d. Waiver. The payment of any sums by the County under this Agreement or the failure of
the County to require compliance by the Provider with any provisions of this
Agreement or the waiver by the County of any breach of this Agreement shall not
constitute a waiver of any claim for damages by the County for any breach of this
Agreement or a waiver of any other required compliance with this Agreement.
11. Additional Provisions
a.Limitation and Assignment. The County and the Provider each bind themselves, their
successors, assigns and legal representatives to the terms of this Agreement. Neither
the County nor the Provider shall assign or transfer its interest in this Agreement
without the written consent of the other.
b.Goveming Law. This Agreement and the duties, responsibilities, obligations and rights
of respective parties hereunder shall be governed by the laws of the State of North
Carolina.
c.Disp1ge Resolution. Any and all suits or actions to enforce, interpret or seek damages
with respect to any provision of, or the performance or non-performance of, this
Agreement shall be brought in the General Court of Justice of North Carolina sitting
in Orange County, North Carolina. It is agreed by the parties that no other court shall
have jurisdiction or venue with respect to such suits or actions. The Parties may agree
to nonbinding mediation of any dispute prior to the bringing of such suit or action.
d.Entire Agreement. This Agreement represents the entire and integrated agreement
between the County and the Provider and supersedes all prior negotiations,
representations or agreements, either written or oral. This Agreement may be
amended only by written instrument signed by both parties. Modifications may be
evidenced by facsimile signatures.
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e..Severability. If any provision of this Agreement is held as a matter of law to be
unenforceable, the remainder of this Agreement shall be valid and binding upon the
Parties.
f,Ownership of Work Product. Should Provider's performance of this Agreement generate
documents, items or things that are specific to this Project such documents, items or
things shall become the property of the County and may be used on any other project
without additional compensation to the Provider. The use of the documents, items or
things by the County or by any person or entity for any purpose other than the Project
as set forth in this Agreement shall be at the fall risk of the County.
g.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. It is expressly agreed that County
shall not activate this non-appropriation provision for its convenience or to circumvent
the requirements of this Agreement, but only as an emergency fiscal measure during a
substantial fiscal crisis.
In the event of a change in the County's statutory authority, mandate and/or mandated
functions, by state and/or federal legislative or regulatory action, which adversely affects
County's authority to continue its obligations under this Agreement, then this Agreement
shall automatically terminate without penalty to County upon written notice to Provider
of such limitation or change in County's legal authority.
h. 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 Provider's Name
Attention:Colleen Bridger, Carl Matyac, Cooperative
Health Director Extension Director
P.O. Box 8181 306-E Revere Rd
Hillsborough,NC 27278 Hillsborough,NC 27278
IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have
hereunder set their hands and seal, all as of the day and year first above written.
ORANGE COUNTY: PROVID
By: W41 By:
Frank flifton, unty Manager A .
"-T
Printed Name and Title
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This in trument has been approved as to technical content.
Colleen Brdiger, MPH, PhD epartment 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 ' s ent has been approved as to form and legal sufficiency.
Offi e of thb Coun Attorney
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