Loading...
HomeMy WebLinkAbout2016-289-E DSS - Leading To Change for Youth Summit training DocuSign Envelope ID:A8CC6099-BBB9-4DBF-BE9D-2C2A34EF376C (Departmental Use Only] TITLE: Building Futures Youth Summit FY 2016 ORANGE COUNTY CONTRACT UNDER$15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 23 day of May, 2016, ("Effective Date") by and between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the "County"), party of the first part; and Leading To Change, Inc. (the "Provider"), party of the second part; 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,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: Leading To Change will provide design, facilitation, and implementation of the Youth Summit Training. The term of this agreement rendered shall be from 06/08/16 to 6/16/16. Provider represents and agrees that Provider is qualified to perform and full),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 I 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 Two Thousand Eight Hundred Fifty dollars, ($2850). 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 be performed until such time as said work is completed. 2. In addition to the terms of agreement as established in section 2 and section 3 of this contract, the Purchaser also agrees to have the following available and in place at least 30 minutes prior to the train ing/presentation: • Large,well lit(preferably with natural light)training room to accommodate group. NOTE: ANY OF LTC" TK41NINGS ARE HIGHLY ENERGETIC LV AA TURE—this means that the sound of actively engaged participants,as well as amplified music WILL be heard in the proximity. Please ensure that the location of the training or presentation will allow for this level of noise. • Unless otherwise specified,the room should be set up in a U-format with space in the middle for trainer and participant interaction, Ideally, setting up table rounds of 8-10 in a semi-circle or U shape is preferred. Please coordinate with LTC staff prior to the training to have the room setup in advance. Each training room should contain. Revised 1/16 DocuSign Envelope ID:A8CC6099-BBB9-4DBF-BE9D-2C2A34EF376C • I flipchart(with self-adhesive backing), flipchart stand, and markers. • I head-table to store training materials, LCD projector sound system, etc. • I projector screen or large,blank wall located at the front of the room. • Access to power via extension cord or wall source. o 2 bottles of water available for LTC staff. 3 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. 4. Independent Contractor: The Provider shall operate as an independent contractor and the Count), 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. 5. Insurance: 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 County'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 [LitylLc�po�gp�ILt[rLelLtsLL)urcliqsuLig yLisLion canna t5.php). If County's Risk JL _ _ _ Manager determines additional insurance coverage is required such additional insurance shall consist of NA (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 County's Risk Manager. 6. 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, its agents, or assigns directly or indirectly related to the Services to be performed pursuant to this Agreement on the part of the Provider. 7. 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. County may suspend this Agreement upon reasonable notice to the Provider. 8. Entire Agreement and Signatures: 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. 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 I IA and Article 40 of North Carolina General Statute Chapter 66. 9. Priorit : In determining the basic services to be provided, should any documents be referenced in or attached to 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. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, Revised 1/16 2 DocuSign Envelope ID:A8CC6099-BBB9-4DBF-BE9D-2C2A34EF376C rules, and regulations including but not limited to all anti-discrimination laws. By executing this Agreement Provider affirms that Provider is and shall.remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By signing this Agreement, Providers certifies that the), have not been identified nor utilized the services of any subcontractor on the list created by the State Treasurer pursuant to G.S. 147-86.58. 10. 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. It. 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 t,o Provider of the unavailability and non-appropriation of public funds. 12. Reproduction of Presei-itation/Materials: County agrees to prevent,to the best of ability, the photographing, filming, broadcasting,recording,or reproduction by radio,television, intemet, or any other device of the presentation or materials defined hereinabove or any portion or portions thereof without previous coordination and written permission from Provider.All materials that are originally created for this contract are the legal, copyrighted property of Provider and cannot be used at any other time outside of the contracted service dates as specified above without previous coordination and written permission from Provider. 13. Publicity and Promotion: County grants to Provider the authority to use the County's name and contact information for publicity and promotional purposes related to this agreement. These promotions may include and are not limited to newspapers, brochures, newsletters, magazines, Recreation literature, broadcasts, and all other publicity and advertising media (including the Internet) providing that such publicity and promotion does not in itself constitute an endorsement by County of a commercial service or product. Additionally, any digital images/pictures acquired during the training may be mutually used by both the Provider and County for future marketing. County agrees to credit Provider if they use these images as "photos courtesy of WWw,lCadingt._QqL1 ,coat". County also agrees to allow Provider to sell. Leading To Change publications onsite (if applicable) without any shared compensation or royalty to any other parties involved. IN WITNESS WHEREOF,County and the Provider have signed this Agreement,effective as of the day first written,above. ORANGE 7WNgVd by: PRO'V[DEI;�—D­Signed by: 66VULVAItt, RMKAVSb_� By: By: LIABFEB79 County Manager Title: CEO 200 S. Cameron St, Leading To Change, Inc P.O. Box 8181 9815 Sam Purr Rd Suite 103 Hillsborough,NC 27278 Huntersville,NC 28078 Revised 1/16 3