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DocuSign Envelope ID: 2515BC90- 5A17- 40B2- 87EF- 09EE03B78730 <br />[Departmental Use Only] <br />TITLE Southern Library Siting <br />FY 2013 -14 <br />ORANGE COTINTY <br />CONTRACT UNDRZt $15,000,00 <br />NORTH CAROLINA <br />THIS AGREEMENT, made and entered into this 17th day of March, 2014, ( "Effective Date ") by <br />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 Kennon Craver, PLLC (the "Provider "), <br />party of the second part; <br />W I T N E S SETH! <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 A.greeritent; time being of the essence; <br />The services and /or materials ( hereinafter referred to collectively as "Services ") to be f irnished <br />under this Agreement are as follows; Legal services related to the Southern )Branch Library siting due <br />diligence; potential development agreement crafting, negotiation and counsel sa described in die attached <br />proposal letter entitted "Engagement for legal Services Related to Southern Branch Library Site (the <br />"Project" Y' dated February 17, 2014, <br />The term of this agreement rendered shall be from March 17, 2014 to October 31, 2014, <br />Provider represents and agrees that Provider is qualified to perform and folly capable of per'f'orming 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, diserepanoles, <br />ambiguities, mistakes or conflicts at rio 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 />81',CIFIC TERMS <br />1. Paymen : The County agrees to pay at the rates specified for Services satisfactorily <br />performed in accord with this Agreement, The amount to be paid by the County shall not exceed fifteen <br />Thousand Dollars, ($15,400), Payment shall be made within thirty (30) days of an invoice properly <br />submitted to County, Should Provider fail to perform its duties under the terms of this Agreement, County <br />may, without fault or penalty, withhold any payment associated with the work to be perforated until such <br />time as said work is completed. <br />2, &P elver; Faiture by County at ally time to require the performance by Provider of any <br />of the provisions hereof shall in na way waive or affeot the County's right hereunder to enforce the same, nor <br />shalt 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 />3 Indmendont Cbntractor; The Provider shall operate as an independent Providor, and the <br />County shall not be responsible for any of the Provider's acts or ornissioas, The Provider shall not be treated <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 />BRviscd 4113 <br />