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Home My WebLink About2012-398 Health - Frame Works Institute for On-LLine Learning Module $2,000 VU�fd!°d�ffW CL lDIT oil t1 CONSULTING AGREEMENT AGREEMENT between the Orange County by and through the Orange County Department of Health, a local political subdivision of the State of North Carolina(hereinafter referred to as "Funder") located at 200 South Cameron St., PO Box 8181, Hillsborough,North Carolina 27278 and the FrameWorks Institute (hereinafter referred to as "FrameWorks") located at 17761 Street,NW, 9t'Floor, Washington, DC 20006. WITNESSETH: WHEREAS, the Funder desires to avail itself of the expertise and consulting services of FrameWorks and FrameWorks desires to make its expertise and consulting services available to the Funder upon the terms and conditions hereinafter set forth: NOW, THEREFORE, in consideration of the agreements herein contained,the parties hereto agree as follows: 1. CONSULTING SERVICES: FrameWorks hereby agrees to perform the following consulting services during the term of Agreement: (a) Scope of work and timeline are to be found in Appendix A to this contract. 2. TERM OF AGREEMENT: The term of this Agreement shall commence on November 15, 2012 and shall end on January 15, 2013. Termination may occur at any time, in the discretion of either FrameWorks or Funder upon 60 days written notice to the other. In this event, FrameWorks will be compensated for all work completed or in process that is not disputed by Funder. 3. COMPENSATION: Laj Rate of Compensation: The Funder agrees to pay at the rate specified for Services satisfactorily performed in accordance with this contract. The amount to be paid by the Funder shall not exceed $2,000. Payment shall be made in two installments of One Thousand($1,000) dollars. The first payment shall be upon the execution of this Agreement and the second and final payment shall be upon the satisfactory completion and delivery of work to be performed under 1 this Agreement to Funder. Payment shall be made by the Funder within thirty days of a properly submitted and undisputed invoice to Funder. Should FrameWorks fail to perform its duties under the terms of this Agreement Funder may without fault or penalty withhold any payments associated with the work to be performed until such time as said work is completed. 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. (c) Reimbursement of Expenses: FrameWorks shall be responsible for payment of all expenses incurred in the performance of the services described in Paragraph 1 above. Any additional expenses associated with this project shall be borne by FrameWorks unless FrameWorks has received written approval in advance from the Funder; in that case, such expense shall be reimbursed within 30 days of the presentation to the Funder of a detailed invoice and receipt. Any additions to the scope of work outlined above will incur additional expenses, and must be approved by both parties. 4. BREACH OF CONTRACT: Each party recognizes that the consulting services to be rendered under this Agreement by FrameWorks are special, unique and extraordinary in character. In the event of breach by either party of the terms and conditions of this Agreement,the other party shall be entitled, if it so elects,to institute and prosecute proceedings in any court of competent jurisdiction, either in law or in equity,to seek damages for any breach of this agreement, to obtain an injunction restraining any violation of this Agreement, or to enforce the specific performance of this Agreement by FrameWorks. 5. INDEPENDENT CONTRACTOR: FrameWorks shall perform consulting services pursuant to this Agreement as an independent contractor with respect to the Funder, and nothing in this Agreement shall create, or be deemed to create, any relationship of employer and employee or of master and servant between the Funder and FrameWorks. 6. ASSIGNMENT: Except as specifically set forth in this Agreement, the rights and interests of FrameWorks in this Agreement may not be sold, transferred, assigned,pledged or hypothecated. The rights and obligations of the funder hereunder shall be binding upon and run in favor of the successors and assigns of the fonder. 2 - 7. GOVERNING LAW; CAPTIONS: This Agreement contains the entire agreement between the parties and shall be governed by the law of the State of North Carolina. Section headings are for convenience of reference only and shall not be considered part of this Agreement. 8. WORK PRODUCT: Proprietary Rights: All intellectual property rights in the Work provided to the ftmder by FrameWorks under any Agreement shall be the property of FrameWorks. The work and any data, notes or other product created in the production of the work shall be owned by FrameWorks may, at his/her option and expense, seek copyright or patent registration. The funder may request permission to reproduce the Work, following the guidelines posted on approve or deny such requests, at its discretion,but will not unreasonably withhold its consent. FrameWorks materials. All copyright and related rights are retained for any material produced by FrameWorks outside of the terms of this contract. This includes generic material on the nature and process of framing, "toolkit"or other materials developed by FrameWorks and published on its website or elsewhere,parts or all of Power Point presentations, Message Memos or other products created for other projects,presentations or publications. Any such documents that are not publicly available may not be quoted or distributed beyond the ftmder without permission of FrameWorks. 9. NOTICES: Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mail, postage prepaid, addressed, in the case of the ftinder at Colleen Bridger, 200 South Cameron St., PO Box 8181, Hillsborough,North Carolina 27278; and, in the case of FrameWorks,to it at its offices at 1776 1 Street,NW, 9h Floor, Washington, DC 20006 ATTN: Susan Nall Bales, President, 301/767-0636; or such other address as shall have been specified in writing by either party to the other. IN WITNESS WHEREOF, the FrameWorks Institute and the funder, each has caused this Agreement to be signed by its duly authorized representative as of the day and year written FRAMEWORKS INSTITUTE FUNDER . By: ' ` � B Y _ Y rank W. C on, Jr. Title: President Title: County TV gerr Date: 11/5/12 Date: Approved as to technical Content: Colleen M. Bridger, He Director Date Orange County Health Department ORANGE COUNTY FINANCE DIRECTOR: "This instrument has been pre-audited in the manner required by the Local Government Budget and F'scal Control JAct." its- ,U, 14� (r , il 'L- Clarence Grier, Asst. County Manager/ Date Chief Financial Officer Ap ed orm and legal sufficiency —It/4 Ann tte M. ore, Sta Attorney Dalk 4 APPENDIX A. FrameWorks Institute agrees to provide an online learning module, Wide-Angle Lens (WAL), and an accompanying, customized training guide, licensed for use for up to 25 participants. Wide Angle Lens is recommended as the starting point for an anticipated, broader learning engagement, which is in turn dependent on approval of the initial project and the identification of subsequent funding. WAL is a highly visual, interactive online presentation designed to help advocates reorient their communications thinking by exploring a major, foundational principle of framing — thematic storytelling. Through analytic exercises and a companion guidebook that brings these lessons to bear on the topic of interest to the Funder's network of advocates, WAL reinforces new concepts and sets up a new storytelling paradigm. This online module can be completed at the learner's own pace, in one sitting or in several, with the typical user needing about three hours to work through the embedded readings,videos, and exercises. When FrameWorks uses Wide Angle Lens, the organization provides a customized learning guide companion that invites the learner to apply the concepts to their own practice. FrameWorks will focus the learning guide on how to most effectively frame the issue of children's mental health. If FrameWorks can secure examples from the participants' organizations, we can do even more to tailor this guide to their existing practice. FrameWorks requests that the Funder provide these background materials upon execution of the contract. Examples of potentially useful materials include strategic plans; existing campaign materials (created for either internal or external use); annual reports; brochures; or any other expert communications materials that might help FrameWorks understand the nuances of the Funder's specific communication context and goals. Assuming a start date of November 15, 2012, Wide Angle Lens and related learning guide will be provided to the Funder by December 18, 2012. 5