HomeMy WebLinkAbout2013-451 VB - Goodnight Carolina, Inc. dba Goodnight Carolina publishing for graphics on book Goodnight Carolina t-
[Departmental Use Only]
TITLE
FY
ORANGE COUNTY
CONTRACT UNDER$10,000.00
NORTH CAROLINA
THIS AGREEMENT, made and entered into this 16 day of August, 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 Goodnight Carolina, Inc. dba
Goodnight Carolina publishing, http://goodnightcarolina.com/Home_Page.html, and its authorized agent,
Elaine ONeil;
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:
The services and/or materials (hereinafter referred to collectively as "Services") to be furnished
under this Agreement are as follows: 1) Goodnight Carolina (copyright) and its creators: Missy Julian
Fox, Marie Myers Lloyd and Elaine O'Neil give the Chapel Hill/Orange County Visitors Bureau
permission to base a visitor brochure and corresponding mobile application around the book in brochure
and corresponding App format for use with Visitors. Goodnight Carolina and its creators grant use of all
graphics, copy and creative illustrations used in said book for a brochure and mobile application that will
be promoted by the Visitors Bureau for unlimited use of time and distributed to guests to Orange County
via direct mail, hotel distribution, bookstore distribution and through visitor guide and similar vehicles
used by the Visitors Bureau to promote the amenities of Orange County.
The term of this agreement rendered shall be from upon initiation of agreement to and for a
twelve-month period commitment. Cancellation after 12 months will require a 30 day written notice by
the County.
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 Zero dollars, ($0) to
Goodnight Carolina creators. The county will pay for brochure, printing and mobile App creation
modeled on the book.
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.
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.
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: 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.
IN WITNESS WHEREOF,Orange County and the Provider have signed this Agreement,
effective as of the day first written above.
ORAN C N PROUDER
w q
By: By:
ounty a g Titl*0' eil tmaf
200 S. Cameron St. Elai
P.O. Box 8181 Goodnight Carolina publishing partner.
Hillsborough,NC 27278 need address
This instrument has been approved as to technical content.
Laurie N ao is li, De rt ent Director
This instrum t has be pre-audited in the manner required by the Local Government Budget and Fiscal
Control Act.
Office of the Finance Director
Anru as been approved as to form and legal sufficiency.
ounty Att rney