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HomeMy WebLinkAbout2014-462-E Health - Dr. Betina Jean-Louis - Speaker Contract not to exceed $1,000 DocuSign Envelope ID: 9DB1615C-FD66-4B08-ABFD-39A43403EC41 [Departmental Use Only] TITLE HCOC Annual Meeting FY 2014-2015 ORANGE COUNTY NORTH CAROLINA THIS AGREEMENT , made and entered into this 25 day of September, 2014 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 Dr. Betina Jean-Louis (the "Provider"), party of the second part; W I T N E S S E T H: 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 to be furnished under this Agreement are as follows: Provider agrees to travel to Chapel Hill, North Carolina to speak at the annual Healthy Carolinians meeting on September 26, 2014. The term of this agreement rendered shall be from September 25, 2014 to September 26, 2014. 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 sole compensation for the services described above shall be compensation for TheCounty agrees to pay Provider speaking at the annual Healthy Carolinians Meeting on September 26, 2014 in accord with this Agreement. The amount to be paid by the County shall not exceed One Thousand Dollars, ($1,000.00). Payment shall be made as travel expenses are incurred. 2. Nonwaiver: 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 contractor, and the 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 and/or maintain, at her sole expense, General Liability . 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 1 DocuSign Envelope ID: 9DB1615C-FD66-4B08-ABFD-39A43403EC41 attorney's fees) arising from bodily injury, including death, to Provider or 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 provided in this Agreement or that may arise or oc travel to or from any location in North Carolina where such travel is related, directly or indirectly, to 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 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] 2 DocuSign Envelope ID: 9DB1615C-FD66-4B08-ABFD-39A43403EC41 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: _________________________ Department Director Title: ________________________ 300 W. Tryon St. Betina Jean-Louis, Ph.D. th Hillsborough, NC 27278 35 East 125 St. New York, NY 10035 3