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HomeMy WebLinkAbout2019-479-E Planning - Nikki Catalano minutes preparation DocuSign Envelope ID:CD9AODOE-CO6C-48EC-B62C-9827D5E52798 AGREEMENT BETWEEN ORANGE COUNTY And Nikki Catalano NORTH CAROLINA ORANGE COUNTY This agreement made and entered into the July 8th between Orange County, for its Planning and Inspections Department, hereinafter referred to as"Planning", and Nikki Catalano hereinafter referred to as "Contractor", for the preparation of minutes for meetings of the Orange County Planning Department. Terms of agreement The Agreement shall commence on July 1, 2019 and shall continue through June 30, 2020. Planning Responsibilities: 1. Planning will provide CD's and notes (via mail and/or dropbox) of the meetings for which minutes are to be prepared, to Contractor within one day following the meeting. 2. Planning will make payment for services within 15 days of receipt of acceptable invoice. Contractor Responsibilities: 1. Contractor will prepare minutes using MS Word, in a version that shall be compatible with that currently being used by Planning. Minutes shall be submitted on disk or electronically to the assigned board contact for each board(for Planning Department minutes). 2. Contractor will submit draft minutes of meetings to the Planning Director within five business days of meeting date. 3. In the event the Planning Director deems it necessary and upon notification by Planning, the contractor will be required to attend meetings for the purpose of note taking in relation to the minutes for that meeting. Compensation for meeting attendance will be based upon the schedule listed under"Compensation". 4. Contractor shall submit a monthly itemized invoice (via email) for each meeting attended and each set of minutes completed to Orange County Planning Director 131 W. Margaret Lane, Suite 201 P.O. Box 8181 Hillsborough,North Carolina 27278 DocuSign Envelope ID:CD9AODOE-CO6C-48EC-B62C-9827D5E52798 Compensation Minutes Preparation Contractor will be paid upon the basis of$90 per recorded hour of tape for the period of July 1, 2019 to June 30, 2020. Meeting Attendance Contractor shall be paid upon the basis of$25.00 per hour of actual meeting time attended. Compensation under this contract is limited to $5,000.00 per contract period. Contractor understands and agrees that the County may contract with one or more persons to prepare minutes and as such will endeavor to not assign minutes beyond the $5,000.00 contract maximum. However, should Contractor find that the $5,000.00 maximum will be exceeded within the then current body of work; Contractor shall immediately notify Planning so contract and budget amendments may be made. Independent Contractor The contractor is an independent contractor and not an employee as defined in N.C.G.S. Section 97-2(2). The contractor will therefore not be covered by worker's compensation insurance provided to Planning employees by Orange County. The contractor understands that she is an independent contractor and agrees that no worker's compensation insurance coverage is provided through this agreement. Termination Either parry may terminate this agreement upon 30 days written notice to the other party. Notice Notice is deemed to have been properly given when written notice is mailed or hand- delivered to: Orange County Planning and Inspections Department Contractor: Attn: Craig Benedict, Planning Director Nikki Catalano 131 W. Margaret Lane, Suite 201 709 Blue Lake Drive P.O. Box 8181 Mebane,NC 27302 Hillsborough,NC 27278 (919)454-0113 Tel. (919)245-2573 DocuSign Envelope ID:CD9AODOE-CO6C-48EC-B62C-9827D5E52798 [Departmental Use Only] TITLE Minutes Preparer FY FY 19/20 ORANGE COUNTY CONTRACT UNDER$5,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 8th day of July, 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 Nikki Catalano (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: Minutes Preparation(see attached agreement) The term of this agreement rendered shall be from July 1, 2019 to June 30,2020. 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, ($5,000.00). 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 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 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 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 Revised 12/18 1 DocuSign Envelope ID:CD9AODOE-CO6C-48EC-B62C-9827D5E52798 incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here (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. 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: 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. 7. 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. 8. 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 http://www.oran ecountyne. 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. 9. 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. Revised 12/18 2 DocuSign Envelope ID:CD9AODOE-CO6C-48EC-B62C-9827D5E52798 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. IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVIDER OocuSigned by: Dom Signed dy: By:1846D10DA3CFD4r_2. aio m-01-�L�- 7/19/2019 By: 1, �nr, 7/18/2019 Title—: `-580A77A5228A4F1 200 S. Cameron St. Nikki Catalano P.O. Box 8181 709 Blue Lake Drive Hillsborough,NC 27278 Mebane,NC 27302 Revised 12/18 3