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Revised 2/17 1 <br />[Departmental Use Only] <br /> TITLE Crisis Damage <br /> FY 2017/2018 <br />ORANGE COUNTY <br />CONTRACT UNDER $15,000.00 <br />NORTH CAROLINA <br /> THIS AGREEMENT, made and entered into this 5th day of January, 2018, (“Effective Date”) by <br />and between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the <br />"County"), party of the first part; and Geopliant, LLC (the "Provider"), 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 (hereinafter referred to collectively as “Services”) to be furnished <br />under this Agreement are as follows: Geopliant LLC License and Service Agreement (Attachment A) and <br />the Quote (Attachment B) <br />The term of this agreement rendered shall be from 1/8/2018 to 1/7/2021. <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 />SPECIFIC TERMS <br />1.Payment: TheCounty 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 thirteen <br />thousand seven hundred dollars, ($13,700). Payment shall be made within thirty (30) days of an invoice <br />properly submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, <br />County may, without fault or penalty, withhold any payment associated with the work to be performed until <br />such time as said work is completed. <br />2.Non–waiver: 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 />3.Independent Contractor: The Provider shall operate as an independent contractor and the <br />County shall not be responsible for any of the Provider’s acts or omissions. 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 />4.Insurance: Provider shall obtain, at its sole expense, Commercial General Liability <br />Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may <br />be required by County’s Risk Manager as such insurance requirements are described in the Orange County <br />Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is <br />DocuSign Envelope ID: A1FBB564-E645-46C0-9C14-EFF16AB19E59