2015-185-E Arts - Tomatillo Design OCAC Website Design

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DocuSign Envelope ID: D3A34EE2-C6BF-4507-98CF-C34B773F48D6 [Departmental Use Only] TITLE OCAC Custom Website FY 15 ORANGE COUNTY CONTRACT UNDER$15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 27th day of March, 2015, ("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; and Tomatillo Design (the "Provider"), party of the second part; 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 following services to the County in accordance with the terms of this Agreement,time being of the essence: The services and/or materials (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: design and develop a new WordPress website, build Arts Directory features, provide in-depth WordPress training, and perform maintenance for one year for Orange County Arts Commission, as provided in Exhibit A Scope of Services and Exhibit B Website Proposal, which are attached and incorporated by reference. The term of this agreement rendered shall be from April 13,2015 to June 30,2015. 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 performed in accord with this Agreement. The amount to be paid by the County shall not exceed six thousand one hundred dollars, ($6,100). 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. Revised 10/14 1