2016-221-E DEAPR - SePRO Corp. - participate in 2nd year of Eno River Hydrilla Mgmt. Task Force Pilot Study

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DocuSign Envelope ID: CCD5A630-F3A4-4984-86E5-2F9BFE4A9469 [Departmental Use Only] TITLE Eno River Hydrilla Study FY 2015-16 and 2016-17 ORANGE COUNTY CONTRACT UNDER$15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 1st day of March, 2016, ("Effective Date") by and between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the "County"), party of the first part; and SePRO Corporation of Carmel, Indiana (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: The second year of a two-year pilot study conducted by the Eno River Hydrilla Management Task Force to manage the spread of an aquatic weed (hydrilla) in the Eno River. The project is described in the attached "Technical Modifications Summary and Cost Quote for 2016 Project Support", dated February 22, 2016. The total estimated project cost is $56,399 which is to apportioned equally amongst seven project partners: Orange County, Durham County, Town of Hillsborough, City of Durham, City of Raleigh,NC Division of Parks and Recreation and the NC Wildlife Resources Commission. The County's share($8,057) is to be paid in two installments: $4,500 in FY 2015-16 and $3,557 in FY 2016- 17. The term of this agreement rendered shall be from April 1, 2016 to October 20, 2016. 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 Eight Thousand and Fifty-Seven Dollars, ($8,057.00). 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. hidewndent Contrwor: 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 Revised 1/16 1