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Home My WebLink About2020-526-E Human Rights Rel-Anderson Luba-Lucas virtual eventRevised 07/20 1 [Departmental Use Only] TITLE HRC - Ari Berman FY 2020-2021 ORANGE COUNTY CONTRACT UNDER $5,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 4th day of August, 2020, (“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; Ari Berman (the "Provider") and Anderson Luba-Lucas Lecture Management LLC (“Agent”), party of the second part; W I T N E S S E T H: 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: Virtual Speaking Event: Ari Berman 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 August 19, 2020 to August 19, 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 co mpetent, 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 (as determined by the County) performed in accord with this Agreement. The amount to be paid by the County shall not exceed Two thousand dollars, ($2,000.00). Payment shall be made payable to Agent in two installments: 50% of the payments shall be due upon execution of the Agreement and 50% shall be due within thirty (30) days after 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. Key Personnel: The Provider shall not replace any of the key personnel assigned to the performance of this contract without the prior written approval of the County. The term “key personnel” is the person or persons identified in Exhibit A as the Speaker who shall perform the service. 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 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 DocuSign Envelope ID: 0E9163BE-E9B7-4D82-9EFC-9415E041D922 Revised 07/20 2 workers' compensation purposes. The Provider und erstands 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: The Provider shall obtain, at its sole expense, all insurance needed to adequately insure itself during the performance of these services. 6. Indemnity: To the extent authorized by North Carolina law the Parties agrees, without limitation, to indemnify, and hold each other harmless 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 other Party in carrying out their duties and obligations related to the Services to be provided in this Agreement. It is the intent of this provision to require the Parties to indemnify themselves to the fullest extent permitted under North Carolina law. 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 and Agent. County may suspend this Agreement upon reasonable notice to Provider and Agent. If County cancels this Agreement for any reason other Force Majeure, the Provider shall retain 50% of the Payment provided as a Cancellation Fee to reimburse Provider for having prepared for the presentation and having declined other opportunities in lieu of this event. 8. 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. 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: 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. Any violation of this requirement is a breach of this Agreement and the 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. 11. Dispute Resolution: Neither party may initiate binding arbitration. The Parties must try to resolve any disputes by nonbinding mediation for at least 30 days prior to initiating litigation. If such mediation fails either party may initiate litigation to resolve the dispute. Should either party initiate litigation DocuSign Envelope ID: 0E9163BE-E9B7-4D82-9EFC-9415E041D922 Revised 07/20 3 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. IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY AGENT By: _________________________ By: _________________________ Department Director Annette Luba-Lucas, Managing Partner 200 S. Cameron St. Anderson Luba-Lucas Lecture Management, LLC P.O. Box 8181 211 East 43rd Street, Suite 715 Hillsborough, NC 27278 New York, NY 10017 PROVIDER By: ____________________________ Ari Berman c/o Anderson Luba-Lucas Lecture Management LLC 211 East 43rd Street, Suite 715 New York, NY 10017 DocuSign Envelope ID: 0E9163BE-E9B7-4D82-9EFC-9415E041D922 Revised 07/20 4 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Anderson Luba-Lucas Lecture Management, LLC Party/Vendor Contact Person: Annette Luba-Lucas Contact Phone: 551-482-4500 Party/Vendor Address: 211 East 43rd Street, Suite 715 City New York State: NY Zip: 10017 Department: HR&R Amount: 2,000.00 Purpose: Virtual HRC Community Read 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: 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 execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ 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 standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ 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:_________ Formatted: No underline Formatted: Underline Formatted: Font: 10 pt, Font color: Auto Formatted: Font: 8 pt, No underline Formatted: Font: 10 pt DocuSign Envelope ID: 0E9163BE-E9B7-4D82-9EFC-9415E041D922 8/10/2020 8/13/2020 8/13/2020 211 East 43rd Street, Suite 715, New York, NY 10017 FORMAL SPEAKER INVITATION Date: July 14, 2020 Exclusive Agent: Anderson Luba-Lucas Lecture Management, LLC 211 East 43rd Street, Suite 715, New York, NY 10017 ATTN: Annette Luba-Lucas annette@speakersforall.com 551-482-4500 Sponsor: Orange County Human Relations Commission Orange County, North Carolina Corporate Sponsors/Underwriters of Event, if any: N/A Speaker: ARI BERMAN Event Title: Orange County Community Book Read Event Date(s): August 12, 2020 OR August 19, 2020 Event Description: Format: Keynote, On-stage Conversation/Interview, etc. Include proposed schedule with start and end times, and ALL ACTIVITIES (receptions, dinners, class visit, etc.) Include Event theme and general topic. Virtual Event: A thirty (30) minute presentation by Mr. Berman on the book, "Give Us the Ballot: The Modern Struggle for Voting Rights in America," followed by a thirty (30) minute questions and answer session. Start Time: 6:00 PM OR 7:00 PM Schedule of Speaker Participation: N/A Event Affiliate Website: Event Venue/Location: Webinar Venue Capacity: N/A Expected attendance: 100 people on webinar Public Event: Yes x No Ticket Prices (if applicable) N/A Audience Profile: DocuSign Envelope ID: 0E9163BE-E9B7-4D82-9EFC-9415E041D922 DocuSign Envelope ID: 0E9163BE-E9B7-4D82-9EFC-9415E041D922 Honorarium: $2000.00 Expenses: In addition to the honorarium, Sponsor is responsible for the following expenses: Round trip travel, accommodations, meals, all airport transfers, and all event-related ground transportation in Event city, unless otherwise noted by your ALLLM agent. In the event that changes in Speaker's itinerary are necessary, Sponsor will assume the cost for ONE change. Costs associated with subsequent changes will be the responsibility of the Speaker. Nearest Major Airport: N/A (Please also indicate distance from airport to venue) Accommodations: N/A (Please provide name, address, phone and website if available) Will event be filmed? Yes x, recorded No Book signing: Yes No x Book sales vendor: Anticipated book sales: Past Speakers: n/a Speaker Attire: Casual x Business casual Business Black tie Academic Regalia Sponsor Contact Name: Annette M. Moore Title: Director, Department of Human Rights and Relations Business: Government Address: Post Office Box 8181 City, State, Zip Hillsborough, NC 27278 Phone: (919) 245-2317 Cell: (919) 929-3366 Fax: Email: amoore@orangecountync.gov By signing below you acknowledge that this Speaker Invitation is a FIRM offer. Upon Speaker’s acceptance of this offer, this will become a limited binding contract in terms of the speaking engagement's date, time, location, and honorarium. A full-length binding Agreement will subsequently be formed. A 50% deposit will be due upon execution of the full-length Agreement. If Sponsor cancels the Event after Speaker accepts and prior to the execution of the full-length Agreement, Speaker shall receive 20% of the full honorarium as compensation for making an exclusive commitment to this Event in lieu of all other offers. Paym ent must be received within ten business days of cancellation; thereafter it will be subject to late fees. This contract and the full- length Agreement will be governed by the laws of the State of New York, and any claim, dispute or misunderstanding arising under or out of the contract will be resolved by arbitration before the American Arbitration Association in New York City. You represent that you have the requisite authority to enter into such a binding contract. This firm offer form must be filled ou t and signed by someone with the requisite authority. Signed Annette M. Moore Date July 14, 2020 Please email this form along with any additional materials you would like us to provide to the Speaker to: annette@speakersforall.com. DocuSign Envelope ID: 0E9163BE-E9B7-4D82-9EFC-9415E041D922