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Home My WebLink About2013-543 Health - The Frame Works Institute for Consulting $7,500 I A I T I T 9 T I 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 1776 I 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: 01 q 5 (a) FrameWorks will develop and conduct one all-day workshop (ytf a.m. to/p.m.) on January 27, 2014 on the topic of framing mental health communications, with applications and exercises designed for participants. 2. TERM OF AGREEMENT: The term of this Agreement shall commence on November 1, 2013 and shall end on February 10, 2014. 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: (a)Rate of Compensation: The Funder agrees to pay at the rate specified for Services satisfactorily performed in accordance with this contract. FrameWorks shall receive the following compensation: fee of $7500, exclusive of travel-related expenses, which will be compensated up to $1000 and reimbursed fully at cost upon submission of receipts. The fee will be paid on the following schedule: $4000 upon complete execution of contract; $3500 on February 10, 2014 upon the satisfactory completion and delivery of the work to be performed under this contract; and reimbursement of travel expenses within 30 days after submission of properly submitted receipts. 1 (b)Non—waiver: Failure by Funder at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the Funder's right hereunder to enforce the same, nor shall any waiver by the Funder 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, such as additional trips or research locations, 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 funder. 7. _GOVERNING LAW, CAPTIONS: 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. FrameWorks shall at all times remain in compliance with all applicable local, state, and federal laws,rules, and regulations including but not limited to all anti- discrimination laws. Pursuant to the terms of North Carolina General Statute 153A-449(b) no county may enter into a contract with a contractor unless the contractor and the contractor's subcontractors comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Provider's breach of this Agreement. By executing this Agreement FrameWorks affirms they are in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes.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 funder 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 and FrameWorks may, at his/her option and 2 expense, seek copyright or patent registration. The funder may request permission to reproduce the Work, following the guidelines posted on FrameWorks' website at frameworksinstitute.or . FrameWorks reserves the right to approve or deny such requests, at its discretion, but will not unreasonable 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 funder 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 funder at 200 South Cameron St., PO Box 8181, Hillsborough,North Carolina 27278; and, in the case of FrameWorks, to it at its offices at 1776 I Street,NW, 9th 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. 10. Insurance: FrameWorks shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, Professional Liability Insurance, and any additional insurance as may be required by Owner's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://orangecountync.gov/purchasing/contracts.asp). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A(if no additional insurance required mark N/A as being not applicable). FrameWorks shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 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 below. FRAMEWO S INSTITUTE FUN E f,, By: ' ichael Talbert Title: Interim Coun M ager 3 Date Date Approved as to technical Content: �iL --Z"� la s-13 Colleen M. Bridger, He*wbirector Date Orange County Health-Department 3 ORANGE COUNTY FINANCE DIRECTOR: "This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act." 6144,. /Y. zsLl� Clarence Grier, Asst. County Manager/ Date Chief Financial Officer Appruved as.to form and legal sufficiency Annet e M. Mo re, Staff Attorney Date 4