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HomeMy WebLinkAbout2024-275-E-County Attorney-Madison Watkins-Legal contractorRevised 01/24 1 [Departmental Use Only] TITLE FY ORANGE COUNTY CONTRACT UNDER $5,000.00 NORTH CAROLINA THIS AGREEMENT, is between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the "County"), and Madison Watkins (the "Provider"). 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 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: Legal Research, Review, and Writing subject to the terms of Exhibit 1 attached hereto. The term of this agreement rendered shall be from June 24, 2024 to August 2, 2024. 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 (as determined by the County) performed in accord with this Agreement. The amount to be paid by the County shall not exceed Two Thousand Four Hundred Dollars, ($2,400.00). 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 DocuSign Envelope ID: 5452387F-EDF8-4628-83AA-0F6ED818253D Revised 01/24 2 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 11A 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 Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/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. Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits. 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, DocuSign Envelope ID: 5452387F-EDF8-4628-83AA-0F6ED818253D Revised 01/24 3 North Carolina. Regardless of the outcome of said litigation each party is responsible for its own costs and fees, including attorneys’ fees. 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 s tatutory mandate. In the event that public funds are unavailable or 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 or non-appropriation of public funds. IN WITNESS WHEREOF, this Agreement is effective upon its execution by Orange County and the Provider. ORANGE COUNTY PROVIDER By: _________________________ By: _________________________ Department Director Title: ________________________ 200 S. Cameron St. Madison Watkins P.O. Box 8181 Hillsborough, NC 27278 DocuSign Envelope ID: 5452387F-EDF8-4628-83AA-0F6ED818253D Revised 01/24 4 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Madison Watkins Vendor Contact Person: Phone: 919-475-2008 Address: 100 Carraway Crossing, Suite 1210 City Chapel Hill State: NC Zip: Department: County Attorney Amount: 2400 Purpose: Budget Code(s): 10205020-630000 Vendor # Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 6/24/24 End Date 8/2/24 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation 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. This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services 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 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: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 5452387F-EDF8-4628-83AA-0F6ED818253D 5/14/2024 5/14/2024 5/14/2024 Revised 01/24 5 EXHIBIT 1 As an incoming contractor for the Orange County Attorney’s (Office), it is important for you to understand that you are deemed to be a government contractor working under the general supervision of attorneys and must abide by applicable laws and rules of professional responsibility governing your conduct. As the County Attorney will explain to you, they represent a client (Orange County) and, with respect to your work for the Office, for which you will have broad autonomy in the way you conduct it, you generally will be expected to conform your conduct to the North Carolina Rules of Professional Conduct, as well as other laws and regulations. It is therefore important for you to acquaint yourself with the applicable laws, regulations, and rules of professional conduct. When given any assignment, you should discuss with the County Attorney which rules apply to your conduct and your obligations with respect to them. In your work as a legal contractor, you will be obligated to comply with many different rules of professional conduct, including but not limited to the rules governing Competence; Diligence; Communication; Confidentiality of Information; Conflict of Interest; Communications with Unrepresented Persons; Truthfulness in Statements to Others; Communication with Persons Represented by Counsel; Respect for Rights of Third Persons; Unauthorized Practice of Law; and Misconduct. You must comply with these and any other applicable laws and rules of professional conduct. Importantly, as a legal contractor, you have an obligation to safeguard and maintain the confidentiality of any information relating to the representation of Orange County to which you are exposed or have access. You also should not use that information to the detriment of Orange County. While you may be permitted to make certain disclosures during your work, the disclosures are limited and must be authorized by the County Attorney. Office of the County Attorney ORANGE COUNTY P.O. BOX 8181 1000 CORPORATE DRIVE SUITE 400 HILLSBOROUGH, NC 27278 DocuSign Envelope ID: 5452387F-EDF8-4628-83AA-0F6ED818253D Revised 01/24 6 Keep in mind that your duty of confidentiality does not end when you leave the Office; it lasts forever. You also must be mindful of potential conflicts of interests, which may arise in connection with the work you are doing, will do, or have previously done for another person or organization that is related to the work you are doing or exposed to during your tenure with Orange County. You also might have a conflict of interest if former or future colleagues, friends, or family members are involved in matters that you are working on or exposed to while at Orange County. You must report to the County Attorney any situation that might give rise to a conflict of interest or that may affect your ability to carry out your assignments while serving as legal contractor for the County competently and diligently. Your signature below serves as your agreement not to use or disclose confidential information of Orange County except as authorized by the County Attorney, and to alert the County Attorney to any potential conflicts of interest and any other situations in which a rule of professional conduct may be at issue. Your signature also is as an acknowledgment that you understand your obligation to determine and comply with the laws, regulations, and rules of professional conduct that define your obligations in the work you receive as a legal contractor. If you have questions about your obligations under the applicable laws, regulations, rules of professional conduct, or any other rules or policies, please consult the County Attorney. ________________________ ________________________ Printed Name Signature ___________________ Date DocuSign Envelope ID: 5452387F-EDF8-4628-83AA-0F6ED818253D 5/14/2024