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HomeMy WebLinkAbout2019-177-E Human Rights Relations - All American Entertainment keynote speaker DocuSign Envelope ID: D81 B019F-4A59-4FC4-90DB-1 FC6D399777A [Departmental Use Only] TITLE Women's Month Event FY 18-19 ORANGE COUNTY CONTRACT UNDER $5,000.00 NORTH CAROLINA THIS AGREEMENT,made and entered into this 8h day of March,2019, ("Effective Date")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 New Age Media Ventures, LLC d/b/a All American Entertainment(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 and/or construction (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: Provider will secure the booking of Linda Sarsour ("Speaker") to be the keynote speaker for Human Rights and Relation's Women's Month event on March 31, 2019, as described in Exhibit A: Invitation,which is attached and hereby incorporated herein. The term of this agreement rendered shall be from March 1,2019 to March 31,2019. 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 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 Five Thousand dollars and 00/100, ($5,000). In addition, the County shall be responsible for payment of Speaker's roundtrip economy airfare for one, professional ground transportation in city of origin and ground transportation in event city, hotel, meals and customary incidentals. Payment shall be made in two installments: 50% of the payment is due upon execution of the Agreement and 50% will be due within thirty (30) days after the services are rendered and an invoice is 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. 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. 3. Independent Contractor: The Provider shall operate as an independent contractor, and the County 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 Revised 12/18 1 DocuSign Envelope ID: D81 B019F-4A59-4FC4-90DB-1 FC6D399777A 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: The Provider shall obtain, at its sole expense, all insurance needed to adequately insure itself during the performance of these services. 5. Indemnity: The Provider agrees, without limitation, 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 in carrying out Provider's duties and obligations related to the Services to be provided in this Agreement. 6. Termination: a. 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 Provider. County acknowledges that Provider has reserved the specific day and time set forth in this Agreement and, in doing so, County understands that Provider has forgone or may forgo other significant income producing opportunities as a result of this Agreement. b. Cancellation. If County cancels this Agreement for any reason other than Force Majeure the following cancellation fee will apply: i. If such notice is received more than sixty(60) days prior to the Date of Services, County shall pay 50%of the Fee as the cancellation fee; ii. If such notice is received sixty (60) days or less prior to the Date of Services, 100%of the Fee shall be due and payable immediately. iii. County shall also pay or reimburse Provider for any non-refundable travel related expenses incurred by Provider prior to cancellation. d. If Speaker is unable to perform the Services on the date specified in this Agreement, Provider will use good faith efforts to reschedule the Services for a future date. However, if a new date cannot be agreed upon, all monies paid to date will be refunded to County. 7. Force Majeure: Neither Party shall be liable to the other for any delay or failure to perform under this Agreement if the delay or failure to perform is without the fault or negligence of the Party claiming excusable delay and is due to causes beyond the control of that Party, including, but not limited to acts of God, illness, unforeseen emergency, transportation problems, war, terrorism, acts of the government, fire, floods, epidemics, quarantine restrictions, strikes, labor disputes and work stoppages. Each Party shall promptly notify the other Party of such force majeure condition. The terms of this paragraph shall not exempt,but merely suspend any Party from its duty to perform the obligations under this Agreement until as soon as practicable after a force majeure condition ceases to exist. The non-performing party shall furnish the other party with periodic reports regarding the progress of the force majeure event. The non-performing party shall use reasonable diligence to minimize damages and to resume performance. Best efforts will be made by all parties to reschedule the Event at a mutually convenient time, however if a new date cannot be agreed upon all monies paid to date will be refunded to County within 120 days. County shall remain responsible for payment of any non-refundable travel expenses incurred by Provider should the Event be cancelled due to a Force Majeure condition and shall also pay for Provider's travel expenses if the Event is re-scheduled for a future date as a result of such condition. 8. Promotion of Event: County shall not, directly or indirectly, promote or publicize Speaker's Services at the Event until (i) this Agreement is fully executed by both Parties, and (ii) County has paid the Revised 12/18 2 DocuSign Envelope ID: D81 B019F-4A59-4FC4-90DB-1 FC6D399777A required Deposit. Speaker hereby grants to County limited use of her name,pre-approved biography and pre- approved image in connection with promoting this Event from the time this Agreement is fully executed until the performance date. Any advertisement must not represent itself as an endorsement by Speaker of any product, service or entity. County must inform Provider how they plan to utilize Speaker's name, likeness and image for promotional purposes. All promotional materials relating to Speaker must be sent to Provider for review and are subject to Speaker's prior written approval. 9. 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. Modifications may be evidenced by telefacsimile signature. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 10. Governing Law and Priority: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina and Orange County. 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 state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non- Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at htip://www.oran eg c�tync. og v/departments/purchasing_division/contracts.php.). Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. By executing this Agreement Provider affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 11. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be resolved by nonbinding mediation. If such mediation fails either party may initiate litigation to resolve the dispute. 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. 12. 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 12/18 3 DocuSign Envelope ID: D81 B019F-4A59-4FC4-90DB-1 FC6D399777A IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE C^io Sig ned by: PROVIDER oacu5igned by, By. 0637994B755E477... By. 1'2$l en EBOAA2DDD6674F4... County Manager Title: 200 S. Cameron St. P.O. Box 8181 Hillsborough,NC 27278 Revised 12/18 4 DocuSign Envelope ID: D81 B019F-4A59-4FC4-90DB-1 FC6D399777A EXHIBIT A :Z<;HUMAN RIGHTS & RELATIONS Cultivating Community Through Social Justice On behalf of the Human Rights&Relations (HR&R)Department of Orange County,North Carolina we cordially invite Linda Sarsour to be our keynote speaker at our March 2019 event. The mission of our department is to bring ALL people together, enhance human relations in Orange County and enforce the Civil Rights Ordinance in Orange County. Throughout the year we host community education and outreach events. We are in the process of developing a campaign named"One Orange"which will be centered on community unity and feature a speaker series. In the present political climate and given the momentum of women movement, I believe you would be more than the superb speaker to have. In the next year the Orange County Board of Commissioners as well as the Towns of Chapel Hill, Carrboro and Hillsborough will be majority female and all but Hillsborough led by women. The Orange County Manager is also female as well as the Orange County State Senator and one of our two state house representatives. As you can see Orange County is an anomaly in North Carolina;women are empowered and"unapologetically progressive." The event details and compensation info are as follows: Event Date March 31, 2019 Event Purpose Honor Women's Month Location Hillsborough,NC Venue Richard E. Whitted Building Speech Topic HR&R suggestive topics are: "Women in History, Islamophobia" and"Intersectional Feminism" Schedule 12:00 pm-2:00 pm: Lunch and Meet&Greet with a selected group of individuals 2:00 pm-3:00 pm: Break for Talent 3:00 pm-4:30 pm: Keynote(45 mins)+Moderated Q&A(45 mins) 4:30 pm- 5:00 pm: Photo Opportunity with event organizers and staff Audience A wide range and variety of individuals from 16-60 years of age(majority women) Number of 75-100 Attendees Dress Code Business Casual Honorarium $4,999.99 U.S.D. Expenses HR&R will provide roundtrip economy airfare for 1,professional ground transportation in origin and event city,hotel,meals,and customary incidentals. Payment 50%deposit upon singing of sponsor agreement 50%deposit after services are rendered Promotion of HR&R will not promote or publicize appearance until Sponsor agreement has been Event fully executed and deposit has been paid. Recording HR&R request permission to record talent's keynote and highlight clips may be used Request for HR&R social media and website promotional purposes. The keynote in its DocuSign Envelope ID: D81 B019F-4A59-4FC4-90DB-1 FC6D399777A entirety will not be made visible to the public. Orange County is committed to providing its employees with a living wage and encourages agencies it funds to pursue the same goal. Orange County encourages those it enters into contracts with to comply with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws,policies, rules, and regulations and the Orange County Non-Discrimination Policy. HB786 imposes E-Verify requirements on contractors who enter into certain contracts with state agencies and local governments. The legislation specifically prohibits governmental units from entering into certain contracts "unless the contractor and the contractor's subcontractors comply with the requirements of Article 2 of Chapter 65 of the General Statues." (Article 2 of Chapter 65 establishes North Carolina's E-Verify requirements for private employers.) It is important to note that the verification requirement applies to subcontractors as well as contractors. The new laws specifically prohibit governmental units from entering into contracts with contractors who have not(or their subs have not) complied with E-Verify requirements. The form of the County's Template Contract is attached hereto as Exhibit A to this Invitation Letter in order to demonstrate language, including the above-described terms, the County is required to include in its contracts. Thank you for considering this Invitation to speak at the Orange County Human Rights & Relations Department's event honoring Women's Month. We look forward to working with you.