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<br />DocuSign Envelope ID: 9DB1615C-FD66-4B08-ABFD-39A43403EC41 <br />[Departmental Use Only] <br /> TITLE HCOC Annual Meeting <br /> <br /> FY 2014-2015 <br />ORANGE COUNTY <br />NORTH CAROLINA <br /> <br /> <br /> THIS AGREEMENT <br />, made and entered into this 25 day of September, 2014 <br />by and between Orange County, North Carolina, a body politic and corporate organized under the laws of the <br />State of North Carolina, (the "County"), party of the first part; and Dr. Betina Jean-Louis (the "Provider"), <br /> <br />party of the second part; <br />W I T N E S S E T H: <br /> For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby <br />contracts for the services of the Provider, and the Provider agrees to provide the following services to the <br />County in accordance with the terms of this Agreement, time being of the essence: <br />The services and/or materials and/or construction <br />to be furnished under this Agreement are as follows: Provider agrees to travel to Chapel Hill, North Carolina <br /> <br />to speak at the annual Healthy Carolinians meeting on September 26, 2014. <br /> <br />The term of this agreement rendered shall be from September 25, 2014 to September 26, 2014. <br /> <br /> Provider represents and agrees that Provider is qualified to perform and fully capable of performing and <br />providing the services required or necessary under this Agreement in a fully competent, professional and <br />timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in <br />the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, <br />ambiguities, mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not <br />sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or <br />responsibility granted or required by this Agreement, without the prior written approval of the County. <br /> <br />SPECIFIC TERMS <br /> <br /> <br />1. <br />Payment: The sole compensation for the services described above shall be compensation for <br /> <br />TheCounty agrees to pay <br />Provider speaking at the annual Healthy Carolinians Meeting on September 26, 2014 in accord with this <br />Agreement. The amount to be paid by the County shall not exceed One Thousand Dollars, ($1,000.00). <br />Payment shall be made as travel expenses are incurred. <br /> <br /> <br />2. <br />Nonwaiver: Failure by County at any time to require the performance by Provider of any <br />of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor <br />shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of <br />this Non-Waiver Clause. <br /> <br /> <br />3. <br />Independent Contractor: The Provider shall operate as an independent contractor, and the <br />as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or <br />workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of <br />any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. <br /> <br /> <br />4. <br />Insurance: Provider shall obtain and/or maintain, at her sole expense, General Liability <br />. <br /> <br /> <br />5. <br />Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County <br />from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable <br /> <br />1 <br /> <br />