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Home My WebLink About2014-333 ED - Triangle Business Journal for Advertising in "Book of Lists" publication $3,170 • gevzl� 333 [Departmental Use Only] TITLE FY ORANGE COUNTY CONTRACT UNDER$15,000.00 NORTH CAROLINA THIS AGREEMENT,made and entered into this 2nd day of May,2014, ("Effective Date")ba 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 Triangle Business Journal (the "Provider"), party of the second part; WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the County hcrebN 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 (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: See Attachment A, Triangle Business Journal which is hereby incorporated by reference. .The term of this agreement rendered shall be from April 29,2014 to January 1,2015. Provider represents and agrees that Provider is qualified to perform and fully capable of performin;_ 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 satisfacuorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed three thousand one hundred and seventy dollars, ($3,170.00). 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 he 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 waiN er o f 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 troated 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: Provider shall obtain, at its sole expense, Commercial General Liahf 1 t� Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as inay be required by Owner's Risk Manager as such insurance requirements are described in the Orange County Revised 9/13 1 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/Durchasing/contracl,, , ,j ). 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). Provider shall not commence work until such insurance is in effect and certification thereof has been received b� the Owner's Risk Manager. 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange Gnanty 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: See Terms and Condition in Attachment A.. 7. Entire Agreement: The parties have read this Agreement and agree to be bound by all o f it s terms, and further agree that it constitutes the complete and exclusive statement of the Agreement bet"een the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signature. 8. Priority: In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms herein shall have priority in any conflict between the terms «f referenced documents and the terms of this Agreement. 9. Governing? 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(if t h t s Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seat ed iii Orange County, North Carolina. Provider 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 Provicler's breach of this Agreement. By executing this Agreement Provider affirms Provider is in compliance a ith Article 2 of Chapter 64 of the North Carolina General Statutes. 10. 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. [SIGNATURE PAGE TO FOLLOW] Revised 9/13 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: f By: County Manager 1 Title: cr- 200 S. Cameron St. Triangle Business Journal P.O. Box 8181 Hillsborough,NC 27278 This instrument has been approved as to technical content. Steve Brantley,Department Di or This instrument has been pre-audi din the manner required by the Local Government Budget and Fiscal Control Act. U4q,L, A, A., Office of the Chief Financial Officer This inst ent has been approved as to form and legal sufficiency. Of6Ze of the County Attorney Revised 9/13 3 S, �� n � r pany Name:Orange County Economic envy Name: vel menu rose: 131 W.Margaret Lane,Suite 205 dress: Illsborou h NC 27278 _ NOGH Bus,% vertiser Contact:Steven Brant env Contact: hone:919-245.2325 hone: ax: ax: -- mall:sbrantle ran ecou c. v mail: - count No: -- III To•Account C Code: ntract Descri ion: 1 r1. a full color ad in the Book of Lists publication on December 5 2014. I have the authority to execute this Advertising Contract on behalf of the above named company(hereinafter called'Company") and,with my signature,authorize Triangle Business Journal,for and on behalf of the Company,to publish advertising as outlined below within a 12-month gW nrOw with the drAMIlf issue of Trkmals Business Journal. En=tract act End Date:4/28/2014 uenc : 1x Palo Card:2014 Market• Raleigh Size: r/. Page at Coat:= 570 _ rientation:Square olor Fee:$600.00 lor:4-Color at cost per insertion:$3170 - asitbrt uested: at Ad Cost:$3170 -- ovation: .. : .$ 25111 , chedule Date reduction Notes hedule Date Production Not" 5,2014 tact Steven Brantley or vonne riett�sbrantiey@=rge n Notes:All Creative is due on October 31,2014. Total Investment: $3,11►0 Terms and Conditions: The Company acknowledges that any changes in(be above specification and/or schedule or cancellations must be in writing and must arrive at the Raleigh Business Journal office prior to the closing date for the issue in which their insertion is scheduled to run. Any advertising cancelled after the issue closing daoc may be billed at 100%of the contracted rate. if this contract is not fulfilled for any reason,the Company will be`shat rated"charged for the ditTerence,if an y, between the charges for which the Company had been billed based on the agreed amount of space,and the charges based on the higher rate which becomes applicable by reason of the reduction in space utilized by the Company. This additional amount shall be due and payable immediately upon termination of this agreement. The Company agrees that advertising will be billed by each insertion,and agrees to pay in full upon receipt of an invoice. All charges are due arKI payable within 30 days of invoice date. A 1.5%service charge(19%Annual Percentage rue)will be added to account balances not paid within 30 days of invoice data. No advertising will be accepted for accounts 90 days past due. The Raleigh Business Journal reserves the right to hold advetiser and/or advertising agency jointly and severely liable for such monies as is due and payable. The Raleigh Business Journal reserves the right to set credit limits or require pre-paymeat,and to nullify this agreement if the Company fails to pay past due bills, delinquent accounts are subject to collection actions. All Book of List Insertion and Sponsorships are aoss-cancelable. AM advergsing transactions are subject to the advertising terms and condWons,a copy of which is available on our website. Signature: �.. A / Please Print Name: Date: Sales Rep: Ad Director: Publisher: