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Home My WebLink About2013-054 EDC - Piedmont Food & Agriculture Processing - Matthew Roybal for Financial Services $9,000[Departmental Use On(y) TITLE PFAPC Contract FY 2012 -13 NORTH CAROLINA A SERVICES AG EEM.E T UNDER $90,000.00 ORANGE COUNT This Set -vices Agreement (hereinafter "Agreement"), made and entered into this d day of January 2013, ` "Effective Date" by and between Orange County, North Carolina a body politic and corporate of the State of Forth Carolina hereinafter, the "County" and Piedmont Food and Agriculture Process ing Center, Inc., a Forth Carolina Nonprofit Corporation (hereinafter, the TFAPC" ) (hereinafter referred to indivld ally as "Party" and j o i ntly as "Panties" ). WITNESS T : That the County and PFAPC, for the consideration herein .armed, do hereby agree as follows: 1. Services a. Scope of Wort. i This Agreement is for services to be rendered by County to PFAPC with respect to (insert type o f : General Acconnting and Financial Services iii By executing this Agreement, the County represents and agrees that County is qualified to perform and fully capable of perfonuing and providing the services required ired 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 Basle Services, as described and designated in Section 3 hereof. Compensation to the County for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the County a. Services to be provided. The County shall provide the PFAPC with all services required in Section 3 to satisfactorily complete the Basic Services within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. The County shall exercise reasonable cage and diligence in performing services under this Agreement in accordance with generally accepted accounting principles throughout t the United States and in accordance with applicable fe cr 1, state and local laws and regulations applicable to the performance of these services. County is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) County shall be responsible for its own errors or omissions in the performance of the Agreement. County shall correct its own errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the PFAPC. iii) The County shall riot, except as otherwise provided for i ii) The Commencement Date for the County's Basic Services shall be September 1, 2012. 5. Compensation a. Compensation for Basic ........Scl;yiees. Compensation for Basic Services shall include all compensation due the County from the PFAPC for all services under this Agreement except for any authorized Reimbursable Expenses which are defined herein. County has determined the true value for these Basic Services is thirty -eight thousand five hundred dollars ($38,500) per year. In order to assist PFAPC transition to self-sufficiency the m.aximum amount payable for Banc Services shall not exceed nine thousand dollars ($9,000) for the term of this Agreement. Payment for Basic Services shall become due and payable within thirty 3 days of County invoicing PFAPC. b. Disputes. In the event the amount stated on are invoice is disputed by the PFAPC, PFAPC shall immediately notify County. e. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by County unless PFAPC requests such additional services in riti and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the PFAPC a. Cooperation and Coordination. The PFAPC has designated (Executive Director) to act as PFAPC's representative with respect to the Basic Services and shall have the authority to render decisions within guidelines established by the Board of Directors of the PFAPC and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. b. Reporting. PFAPC shall prepare and distribute to County quarterly reports of its activities. Such reports shall comport with County's need to comply with applicable grant requirements. Should any such report fail to comport with this need County shall notify HAW and within a reasonable time PFAPC shall generate and provide to County an appropriate report. c. NoWrofit Status. PFAPC shall maintain its status as an IFS Code 501(c)(3) nonprofit entity. Should PFAPC lose such status this Agreement shall immediately terminate at no fault to County. 7. Indemnity a. Indemnit y. The PFAPC agrees to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Basic Services and arising from bodily injury including death or property damage to any person or persons caused in whole or in part by the negligence or misconduct of the PFAPC except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the PFAPC to indemnify the County to the fullest extent permitted under North Carolina law. 8. Amendments to the Agreement 3 a. Charges 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 PFAPC. The County shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the PFAPC. 9. Termination a. Termination for Convenience of the County. This Agreement may e terminated without cause by the County and for its convenience upon thirty days' prior written notice to the PFAPC. b. other Termination. The County and PFAPC may mutually agree in writing to terminate this Agreement. c. Compensation After Termination. i In the event of termination, the County shall be paid that portion of the fees and expenses that it has earned to the date of tern.ination, less any costs or expenses incurred or anticipated to he incurred by the PFAPC due to errors or omissions of the County. ii) Should this Agreement be termi Ownership of Work Product. Should County's performance of this Agreement generate documents items or things that are specific to this Basic Set -vices such documents, items or things shall become public records as defined by North Carolina General Statute Chapter 1 32. g. Statutory A uth r t . In' the evert of a change in the County's statutory authority,, mandate t 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 ter irate without penalty to County upon written notice to PFAPC of such limitation or change in County's legal authority. h. CounteEparts. This Agreement may be executed in counterparts each of which shall be deemed to he an original and all of which taken together shall constitute one and the same agreement and shall become effective when one or more of the counterparts have been signed by each of the Parties and delivered to the other Party. 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 Attention: County Manager P.o. Box 11 Hillsborough, ETC 27278 PFAPC Executive Director Soo `'alley Forge Road 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: PFAPC: By: awzi�2 By: Frank Clifton, Cou Manager Printed 6m an r le Th instrument 4 s bin approved as to technical content. Clarence Grier, Assistant Comity Manager This instrument has been pre - audited in the mariner required by the Local Government Budget and is 1 Control Act. Office of the Finance Director This iris ume a eery pproved as to form and legal sufficiency. Vice f the County Attorney