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HomeMy WebLinkAbout2021-025-E HRR-Nikki Giovanni Pauli Murray speaker DocuSign Envelope ID:5A67F2BF-9F8B-44CF-8055-05E386CCBF7B [Departmental Use Only] TITLE Pauli Murray 2021 FY 20-21 ORANGE COUNTY CONTRACT UNDER$5,000.00 NORTH CAROLINA THIS AGREEMENT, is between Orange County, North Carolina, a body politic organized under the laws of the State of North Carolina, (the "County"), and Nikki Giovanni(the "Provider"). 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 services set out below to the County in accordance with the terms of this Agreement,time being of the essence. The services or materials or construction (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: Virtual Speaking Event: Nikki Giovanni as described in Exhibit A,Fomal Speaker Invitation,which is incorporated in this Agreement as if set out herein. The term of this agreement rendered shall be from January 9,2021 to March 1,2021. 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. Pam: The County agrees to pay at the rates specified for Services satisfactorily (as determined by the County) performed in accord with this Agreement. The amount to be paid by the County shall not exceed three thousand five hundred dollars, ($3,500). 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 07/20 1 DocuSign Envelope ID:5A67F2BF-9F8B-44CF-8055-05E386CCBF7B 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: To the extent authorized by North Carolina law 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. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 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 I IA and Article 40 of North Carolina General Statute Chapter 66. 8. Governing Law and Priority: Both parties agree this Agreement is 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 eg cogntync. o_ 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. Regardless of the outcome of said litigation each party is responsible for its own costs and fees, including attorneys' fees. Revised 07/20 2 DocuSign Envelope ID:5A67F2BF-9F8B-44CF-8055-05E386CCBF7B 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,this Agreement is effective upon its execution by Orange County and the Provider. ORANGE Nu . by: PROVIDER ,ocusigne,by: fob 1 i6VaVJAA By: 444 By reraocse�eraa�a Department Director Title: 200 S. Cameron St. Nikki Giovanni P.O. Box 8181 1000 Flint Drive Hillsborough,NC 27278 Christiansburg,VA 24073 Revised 07/20 3 DocuSign Envelope ID:5A67F2BF-9F8B-44CF-8055-05E386CCBF7B ORANGE COUNTY-DEPARTMENT USE ONLY Party/Vendor Name: Nikki Giovanni Party/Vendor Contact Person: Virginia Fowler Contact Phone: 540.231.6919 Party/Vendor Address: 181, Turner St. NW City Blacksburg State: VA Zip: 24061 Department: Human Rights & Relations Amount: 3,500 Purpose: Keynote Speaker for Pauli Murray event Budget Code(s): 10460020-790005 Vendor#N/A (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑No❑ Contract Type: (Check one)New ® Renewal ❑ Amendment ❑ Effective Date Approved by Board Yes❑ No❑ Agenda Date: February 28,2021 This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to executio eunent: Department Director's Signature 444 1� Date:1/20/2021 Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: Risk Management This agreement is approved for sufficiency of insurance db&eifications,and requirements: a�ISA. (hV el 6 1/20/2021 Office of the Risk Management Officer FocF9,7sso-o49a Date: Financial Services This instrument has been pre-audited in the manner re ird2P�qW Mcal Government Budget and Fiscal Control Act: fl� 0 1/21/2021 Office of the Chief Financial Officer Date: Legal Services This agreement is approved as to legal form and St fftepo"ned by: Office of the County Attorney QWV Date: 1/21/2021 ML L �S(h Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: Revised 07/20 4 DocuSign Envelope ID:5A67F2BF-9F8B-44CF-8055-05E386CCBF7B HUMAN RIGHTS & RELATIONS Cultivating Community Through Social Justice On behalf of the Human Relations Commission and the Human Rights &Relations(HR&R)Department of Orange County,North Carolina we cordially invite Nikki Giovanni to be our keynote speaker at our February 2020 virtual 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. The event details and compensation info are as follows: Event Date February 28,2020 Event Purpose Pauli MurrayAwards Location Virtual Platform Zoom Speech Topic HR&R suggestive topics are: "History and legacy of Pauli Murray",Pauli Murray works her transcendence), and/or"Intersectional Feminism" Schedule 30-mins keynote 15-mins Q&A Audience A wide range and variety of individuals from 16-60 years of age(majority women Number of 75-100— Attendees Honorarium $3,500 U.S.D. 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 Request used for HR&R social media and website promotional purposes. 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 DocuSign Envelope ID:5A67F2BF-9F8B-44CF-8055-05E386CCBF7B 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 Pauli Murray. We look forward to working with you.