The URL can be used to link to this page

Home My WebLink About2013-146 Health - Dispute Settlement Center for Preparing six four hour trainings for all OCHD employees $1,557 Zd13 [Departmental Use Only] TITLE OCHD Conflict Training _ ... FY 2012--13- ORANGE COUNTY CONTRACT UNDER$5,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 1" day of May, 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 Dispute Settlement Center, Inc. (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 of this Agreement,time being of the essence: The services and/or materials and/or construction (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: a.) Preparing trainings for all OCHD employees named by Colleen Bridger, or her designee. b.) Conducting six, 4-hour trainings for employees of OCHD, as directed by Christy Bradsher, or her designee. c)Provider will designate Will Dudenhausen as the lead contact for these services. The term of this agreement rendered shall be from May 1",2013 to June 3011, 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 total amount to be paid by the County shall not exceed One Thousand Five Hundred and Fity-Seven Dollars, ($1,557),payable as follows: the County shall pay Provider $75.00 per hour up to 20 hours for services; reimburse Provider at the rate of$.565/mile for no more than 100 automobile travel miles incurred in conduct the services to the County; and any necessary and reasonable as determined by Provider out of pocket expenses when accompanied by a valid receipt for those expenses. 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. March 2012 1 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. 4. Insurance: The Provider shall obtain, at its sole expense, all insurance needed to adequately insure itself during the performance of these services as required by the County's Risk Management Policy. 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider in carrying out Provider's duties and obligations related to the Services to be provided in this Agreement. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. 7. Entire Agreement: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signature. 8. Governing Law:aw: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County,North Carolina. 9. 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. 10. In consideration for providing OCHD with the services described herein, OCHD agrees to not involve DSC, its employees or volunteers in any adversarial or official proceedings, including court or administrative proceedings, involving any of the issues associated with this project. OCHD agrees to not subpoena or compel DSC, its employees or volunteers to be called as witnesses to testify in any court or administrative action involving any of the issues associated with this project. 11. Both DSC and OCHD agree that if disputes related to this contract emerge between them during or after the period of this agreement, each will first seek resolution by face-to-face problem-solving, facilitated by a mutually agreeable third party if necessary, before taking the grievance for resolution to any outside authority. [SIGNATURE PAGE TO FOLLOW] March 2012 2 IN WITNESS WHEREOF,Orange County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVIDER By: By: ✓l Frank W. (4 Won`,Jr., C t Manager Title: `rt 200 S. Cameron St. Dispute Settlement Center P.O.Box 8181 302 Weaver Street Hillsborough,NC 27278 Carrboro,NC 27510 Fed Tax ID# This Contract has been approved as to technical content. M By: z- Col een Bridger,PhD,Healt erector This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. A Clarence G. Grier,Asst. County Manager/CFO This HM. h been approved as to form and legal sufficiency. Ann e, Staff ttorney March 2012 3