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Home My WebLink About2013-072 Visitors Bureau - Comma LLC to conduct focus groups with interested farmers in order to identify farm tour map brochure $3,740 dwu [Departmental Use Only]. TITLE FY ORANGE COUNTY NORTH CAROLINA CONTRACT UNDER$10,000.00 THIS AGREEMENT, made and entered into this 17th day of January, 2013, ("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 Comma, Communication Matters (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 -,-�f t;is Agreement,time being of the essence: The services and/or materials (hereinafter referred to collectively as "Services") tc ot.; furnished under this Agreement are as follows: Present at the February 11, 2013 Agriculturai Swlimit, introducing focus group concept, field questions and gather data for program. Conduct focus groups with interested farmers, review results with the Chapel Hill/Orange County Visitors Bureau. Identify next steps including a timeline for map design and managing production of map The term of this agreement rendered shall be from January,2013 to April 30,2013. 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 1. Payment: The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed three thousand seven hundred and forty dollars, ($3740.00). Payment shall be made within thirty(30)days of an invoice properly submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 2. Non—waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same,nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent Provider, and the County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers'compensation purposes. The Provider understands that neither federal,nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. Revised July 2010 1 4, "dam Prov Wer A-tit (iNain.at fv< SSA-- expense, alt in- '11muce needed tt A R IV Ige TWn Ilk-,X,1% nsure It-scli'duritig tlw perfoirmaAce Of lhV5C smiets*$�yt-344(Cd 111Y the CNITIVY's , isk fan- 't t i -1 The Provider agrees to dcfi�nd. indemnify. and hold harmle-o ( ni .'oanly 9-MM;�t s )ra _�e C from all lo"Nes, liabilities. claims, demands. sulm conks, damages or expense-% (including reassAvahte attornc}%, fees) arisint, From bodify iniurv. 4wiuding death. v) any person or persons or daityaj ge to of destruction of an% property caused in whole or in part by atty neeli gcnt of inlontiolialcl r ontis'sI oll (M lite pa"of thc Provider. lrvmif4itw Thi%Agmvivient may be temiinated at any liffic by multial written agreement of tilt Parties or by the County upon wrincri wtice to the Provider. 7., LROre-Aammea The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the comiplete and cxclusive statertitut of the Ufcoment between the lNulics, unitNs and until nuAified in writing and s- tied by the partltM —Mificatuins may he evidenced 19 by telelicsitnfle sigmature. 8� Co With partics.agree that this Agreement shall he FoNerned by the It%,.%of the - �-VMing-t.,A)� _ 1i1;ttc of Norti)Carolina. Should elthser Party inittiate litivxion to wale any dispute involving the terms of this Agreement such litigation shall be Initiated in the Ciencral Court of fusticc of North Carolina %cated in grange C(xm. ty, North Carolina 9. Non N Prw-idcr ackaoNhledve-i that Count} t-, a #overnmentAl cmitv- and thu validity of this Agreement is t)awJ upon the availability tit'public funding Ululet the alithority of its Aalulors mandate. In the event that public funds are ts"vaiiaW and not appropriat4mi for the perfouname of County's obligations Uniler,this Ag=mcnt, then this Agreement 4tail auumwtically expire witkmt pertaky to Uount% nyintvdiatel up(m wrAten tk)tice to Provider of tbc unavailability and rx-m-appropriation of public fuluis. UN WITNURS WHFRF.OF.Orange county and the Providerhavt signed this Azilx�mcnl.cfTcctivi� as of thc day first written abo-%t:- ORAN PRONIDER By: an r Tilk-: Co tv M C;nn S� ,AW) C;nPW—A:) St. Cgnnma,COmmunication Matter% P,O. BOX 8 18 i 5401 Hough Rd 1 lillshoroul gh. NC 27,178 Tbh instru c has been a 1%, tee. i 1'4�optent t13 Writ ar tier Ifill; instrument has en pre-audited in the mariner required ky the I theal(k)vernment Rudget and Fiscal Cc r I Act. Of ict:or the Finance hire lor titv, jtv+trulrieaj leg,01sufficie"c", koxotj Office of It County Attorney Revised July 2010 3