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HomeMy WebLinkAbout2015-333-E County Manager - Waters & Company Executive Recruitment for professional services for recruitment of CFO $16,500 DocuSign Envelope ID: 39A50AAB-A4E7-4C88-A9B6-5C1C9D1468B1 WCER AND ORANGE COUNTY,NORTH CAROLINA AGREEMENT FOR SERVICES THIS AGREEMENT FOR SERVICES ("Agreement') is made as of the day of 20 ("Effective Date'), by and between the Orange County, North Carolina, ("Client"), and Waters &Company Executive Recruitment/A Springsted Company("WCER"). WHEREAS,the Client wishes to retain the services of WCER on the terms and conditions set forth herein, and WCER wishes to provide such services; and NOW THEREFORE,the parties hereto agree as follows: SCOPE OF PROFESSIONAL SERVICES WCER will provide professional services in the area of an executive recruitment for the position of Director of Finance/Chief Financial Officer. This Agreement includes WCER's commitment to provide all elements of the recruitment process, services, and conditions described in our communication dated June 29,2015 and attached as Exhibit 1. Phase' Dekri tioia of Professional 8ervices' Phase I Task 1 — Review Candidate Profile /Advertising/Marketing of Position to Prospective Candidates in WCER's Data base. Post Position for Thirty (30) Days Task 2—Identify and Reach Out to Potential, Quality Candidates. Phase II Task 3 — Screening of Applications and Submission of Recommended Semi- Finalists to Orange County. (includes one day on-site by Project Team Leader) Task 4—Reference Checks,Background Checks,and Academic Verifications. TERM This Agreement shall be effective as of the Effective Date and shall remain in effect for the period necessary for successful completion of the project. This Agreement may be terminated upon thirty (30) days prior written notice to WCER. If the Client terminates,WCER is entitled to any portion of its fee so earned. PAGE 1 DocuSign Envelope ID: 39A50AAB-A4E7-4C88-A9B6-5C1C9D1468B1 WCER AND ORANGE COUNTY,NORTH CAROLINA ALL-INCLUSIVE PROFESSIONAL PRICE 1. The all-inclusive professional price to conduct the recruitment is $16,500 as a not-to-exceed amount and includes the cost of professional services by the Project Team Leader and the project support staff, and all project-related expenses such as advertising, printing, candidate background and reference checks, and travel expenses for on-site visits by the Project Team Leader. Travel expenses incurred by candidates for on-site interviews with the Client are not the responsibility of WCER and are handled directly by the client organization. The Client will make payments for the project upon receipt of an invoice submitted by WCER. Payment to WCER is due upon receipt. All invoices will be forwarded to the Client for processing unless otherwise directed. For reporting purposes,WCER's tax identification number is 2. The all-inclusive professional price will be billed in four installments; 30% of the fee will be billed at the beginning of the recruitment; 30% at the implementation of Phase I; 30% at the implementation of Phase II;and the final 10%upon acceptance of offer by the candidate. 3. Additional work related to the recruitment process and as specifically requested by the Client which is outside the scope of this project (i.e. additional onsite visits) is additional. The fixed professional fee for this recruitment anticipates no more than three onsite visits which include four consulting days with one consultant. However, we would be pleased to provide additional onsite consulting visits for our standard daily rate of$1,500 plus expenses. ADDITIONAL PLACEMENTS If candidates from this recruitment process are selected for another position by the Client, within one year of the close of the recruitment, a fee of 50% of the above mentioned fee amount will be due to WCER. TRIPLE GUARANTEE 1. A commitment to remain with the recruitment assignment until you have made an appointment for the fees and tasks quoted in this proposal. If you are unable to make a selection from the initial group of finalists, WCER will work to identify a supplemental group until you find a candidate to hire. 2. Your executive recruitment is guaranteed for 24 months against termination. Within the first year, the replacement recruitment will be repeated with no additional professional fee, but only for project-related expenses. During the second year, the replacement recruitment is reduced to PAGE 2 DocuSign Envelope ID: 39A50AAB-A4E7-4C88-A9B6-5C1C9D1468B1 WCER AND ORANGE COUNTY,NORTH CAROLINA 50% of the professional fee plus project-related expenses. Candidates appointed from within your organization do not qualify for this guarantee. This guarantee is subject to further limitations and restrictions of your state laws. Additional services include a performance appraisal and review after 12 months of service of the appointed candidate,with no professional fee charged to you. If you elect to use this service, the only cost you would incur would be the reimbursement for any project-related expenses. 3. WCER will not solicit any candidates selected under this contract for any other position while the candidate is employed with your organization. DEVOTION OF TIME WCER shall devote such time to the performance of its duties under this Agreement as is necessary for the completion of all project phases. NOTICE All notices hereunder shall be in writing and deemed to have been given when delivered,transmitted by first class,registered or certified mail,postage prepaid and addressed as follows: If to Client: If to WCER: Waters &Company Executive Recruitment 380 Jackson Street,Suite 300 Saint Paul,MN 55101 Attention: Managing Principal ENTIRE AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Agreement that is not contained herein shall be valid or binding. AMENDMENT This Agreement may be amended by the mutual agreement of the parties hereto in writing and must be attached to and incorporated into this Agreement. PAGE 3 DocuSign Envelope ID: 39A50AAB-A4E7-4C88-A9B6-5C1C9D1468B1 WCER AND ORANGE COUNTY,NORTH CAROLINA LEGAL CONSTRUCTION In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions thereof and this Agreement shall be constructed as if such invalid,illegal,or unenforceable provision had never been contained herein. Executed on the day and the year first written in this Agreement WATERS &COMPANY EXECUTIVE D ocu Signed by: '• RECR ^ l T� A SPRINGTED COMPANY By: x Jj�V�i�,tt, C1 AV�1Wlf..�SU.� B r: X Jb� 0637994B755E477... I y Sa59OC—P.a6B... Name: Name:John A. Anzivino Title: county Manager Title: Senior Vice President PAGE 4 DocuSign Envelope ID: 39A50AAB-A4E7-4C88-A9B6-5C1C9D1468B1 DATE(MM/DD/YYYY) A►0 RV CERTIFICATE OF LIABILITY INSURANCE 9/8/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Phone: (952)944-2929 CONTACT Jane Doerfler Fax: (952)944-3091 NAME: Horizon Agency,Inc. A/CONNo Ext: (952)914-7131 No): (952)944-3091 EMAIL jane @horizonagency.com 6500 City West Pkwy#100 ADDRESS: Eden Prairie,Minnesota 55344 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Federal Insurance Company 20281 INSURED INSURER B: Executive Risk Indemnity Inc. 35181 Springsted Inc.; Springsted Investment Advisors,Inc.;Waters&Company INSURER C: Inc INSURER D 380 Jackson Street#300 St.Paul,MN 55101 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:5036 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY COMMERCIAL GENERAL LIABILITY 35342568 8/11/2014 8/11/2015 EACH OCCURRENCE $ 1,000,000 A ✓ OCCUR DAMAGE TO RENTED CLAIMS-MADE PREMISES Ea occurrence $ 1,000,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 .� POLICY 1:1 PRO-JECT [::] LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY 73234006 8/11/2014 8/11/2015 (CEO,a.,den SINGLE LIMIT $ 1,000,000 A ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ AUTOS Per accident UMBRELLA LIAB ✓ OCCUR 79764838 8/11/2014 8/11/2015 EACH OCCURRENCE $ 2,000,000 A EXCESS LAB CLAIMS-MADE AGGREGATE $ 2,000,000 DED ✓ RETENTION$ $ WORKERS COMPENSATION PER OTH- A AND EMPLOYERS'LIABILITY Y/N 71646620 8/11/2014 8/11/2015 ✓ STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 500,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 500,000 If yes,describe under 500,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Errors&Omissions 82079210 1/14/2014 1/14/2015 Each Cain 2,000,000 $25,000 Deductible A 2,000,000 „re,at e DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION Holder's Nature of Interest:Certificate Holder SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE "For Informational Purposes Only" THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 00000 AUTHORIZED REPRESENTATIVE r ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 39A50AAB-A4E7-4C88-A9B6-5C1C9D1468B1 To: John Roberts From: Brenda Bartholomew Cc: Gwen Capers Subject: RE: Orange County, NC-CFO/Finance Director-Partial Recruitment Sent: Thu Jul 02 08:45:44 2015 Importance: Normal Thanks John. From: John Roberts Sent: Thursday, July 02, 2015 11:22 AM To: Brenda Bartholomew Subject: RE: Orange County, NC-CFO/Finance Director-Partial Recruitment The contract is ok. This email and the profile need to be marked Exhibit 1 and attached to the contract, together with a routing sheet, before it is scanned into Docusign. John L. Roberts Orange County Attorney (919) 245-2318 From: Brenda Bartholomew Sent: Thursday, July 02, 2015 9:25 AM To: John Roberts Subject: FW: Orange County, NC-CFO/Finance Director-Partial Recruitment John - This is what they are referring to, this email and the job posting I sent yesterday via Gwen. From: Chuck Anderson [maiito:CAnderson @waters-company.com] Sent: Monday, June 29, 2015 11:16 AM To: Brenda Bartholomew Cc: Rollie Waters; John Anzivino Subject: FW: Orange County, NC-CFO/Finance Director-Partial Recruitment Brenda: I appreciated the opportunity to visit with you last week about your interest in our executive recruitment services for your CFO/Finance Director position. Based on what you have already done with the recruitment process and the DocuSign Envelope ID: 39A50AAB-A4E7-4C88-A9B6-5C1C9D1468B1 services you would like for us to provide going forward, the following is our proposal for a partial recruitment: 1) Review your position and candidate profile. 2) Re-advertise the position for 30 days. 3) Send a marketing letter and position profile to over 1500 qualified prospective candidates that we have in our data base. 4) Conduct personal and direct outreach to qualified candidates. 5) Vet and screen the candidate pool to the most promising group and send them a candidate questionnaire, seeking more detail on their experience, expertise, and qualifications. 6) Continue the vetting and screening process to narrow the applicant pool to a small group of semi-finalists that we would recommend for your consideration. From this group, you can select a small group of finalists for on-site interviews. Our standard all-inclusive professional fee for a full recruitment is $24, 500. For the above partial recruitment services, we would propose an all-inclusive professional fee of $16, 500. This covers all costs, including the professional services of the Project Team Leader, administrative support services, advertising. , preparing and sending the marketing letter, printing, and any travel expenses for the Project Team Leader. If selected for this work, John Anzivino would be the Project Team Leaders. John has worked with you in prior recruitments, so you are aware of his high-quality performance standards. Please let us know if you need additional information or clarification of any of the service items above. We would consider it a professional privilege to assist you and Orange County with these services. Best Regards, Chuck Chuck Anderson Senior Vice President 817 965 3911 DocuSign Envelope ID: 39A50AAB-A4E7-4C88-A9B6-5C1C9D1468B1 canderson @waters-company.com <maiito:canderson @waters-company.com> From: Brenda Bartholomew [maiito:bbarthoiomew @orangecountync.gov] Sent: Friday, June 26, 2015 7:03 AM To: Rollie Waters Subject: Need of Recruitment Assistance Good Morning Mr. Waters - Orange County needs assistance in recruiting a Finance Director/Chief Financial Officer as soon as possible. Can you please let me know what is the best way and time to contact with you. Brenda Bartholomew Human Resources Director Orange County Human Resources Department 200 South Cameron St Hillsborough, NC 27278 bbarthoiomew @orangecountync.gov <maiito:bbarthoiomew @orangecountync.gov> phone (919) 245-2552 Fax (919) 644-3009 www.orangecountync.gov <http://www.orangecountync.gov/> CONFIDENTIALITY NOTICE: All email messages, including any attachments, generated from or received by this account are the property of Orange County Government and as such are considered public domain and are subject to the North Carolina Public Records Law. Certain confidential information may be transmitted and any unauthorized review, use, disclosure or distribution is prohibited. If you are not the intended recipient, please contact the sender by reply email and destroy all copies of the original message. DocuSign Envelope ID: 39A50AAB-A4E7-4C88-A9B6-5C1C9D1468B1 DocuSign Envelope ID: 39A50AAB-A4E7-4C88-A9B6-5C1C9D1468B1 [Departmental Use Only] TITLE Springsted Agreement FY 2015-16 NORTH CAROLINA SERVICES AGREEMENT UNDER $90,000.00 ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 29 day of June, 2015, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") and Waters & Company Executive Recruitment/A Springsted Company ("WCER"), (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): WCER will provide professional services in the area of an executive recruitment for the position of Director of Finance/Chief Financial Officer. ii) By executing this Agreement, the 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. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional Revised 10/14 1 DocuSign Envelope ID: 39A50AAB-A4E7-4C88-A9B6-5C1C9D1468B1 quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns 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. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) Provider agrees that Provider, its employees, agents and its subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of Provider's services under this Agreement. vi) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vii) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): This Agreement includes WCER's commitment to provide all elements of the recruitment process, services, and conditions described in our communication dated June 29, 2015 and attached as Exhibit 1. 4. Duration of Services a. Term. The term of this Agreement shall be from June 29, 2015 to completion of recruitment process. Revised 10/14 2 DocuSign Envelope ID: 39A50AAB-A4E7-4C88-A9B6-5C1C9D1468B1 b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be when recruitment process has been completed. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement except for any authorized Reimbursable Expenses which are defined herein. The maximum amount payable for Basic Services shall not exceed Sixteen Thousand Five Hundred Dollars ($16,500). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. 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. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Brenda Bartholomew) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation 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 Revised 10/14 3 DocuSign Envelope ID: 39A50AAB-A4E7-4C88-A9B6-5C1C9D1468B1 herein by reference and may be viewed at httD:Horan ecountvnc.gov/Durchasin�a,/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). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 8. Indemnity a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from bodily injury including death or property damage to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days' prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement Revised 10/14 4 DocuSign Envelope ID: 39A50AAB-A4E7-4C88-A9B6-5C1C9D1468B1 or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. c. Compliance with Laws. 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. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. 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 Revised 10/14 5 DocuSign Envelope ID: 39A50AAB-A4E7-4C88-A9B6-5C1C9D1468B1 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. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name Attention:Brenda Bartholomew John A. Anzivino P.O. Box 8181 Senior Vice President Hillsborough, NC 27278 [SIGNATURE PAGE TO FOLLOW] Revised 10/14 6 DocuSign Envelope ID: 39A50AAB-A4E7-4C88-A9B6-5C1C9D1468B1 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: DocuSigned by: DocuSigned by: By: 0637994B755E477_ By: I"WE66590C846D_ County Manager John A. Anzivino Printed Name and Title Revised 10/14 7