W I T N E S S E T H: WHEREAS, the County desires to develop a plan to bring improved broadband services to its citizens and residents; and

Transcription

1 NORTH CAROLINA CONSULTING AGREEMENT CHATHAM COUNTY THIS AGREEMENT (this Agreement ) made and entered into this day of April 2010 (the Agreement Date ) by and between Chatham County, North Carolina, a body politic and corporate of the State of North Carolina whose address is Post Office Box 1809, Pittsboro, North Carolina (the County ) and Action Audits, LLC, a North Carolina limited liability company, whose address is 101 Pocono Lane, Cary, North Carolina ( Contractor ). W I T N E S S E T H: WHEREAS, the County desires to develop a plan to bring improved broadband services to its citizens and residents; and WHEREAS, The County further desires to develop a computer center in Western Chatham County, North Carolina, including assembling the baseline data necessary to apply for future grants; and WHEREAS, the County has determined that the improved availability of broadband access to Chatham County businesses and citizens will aid and encourage the location of manufacturing enterprises and industrial and commercial plants in the County, increase the population and the value of taxable property, and the business prospects of the County; and WHEREAS, Contractor has submitted a proposal to bring improved broadband service to the County and to establish a Computer Center in the Siler City area; and WHEREAS, The County wishes to engage the Contractor to provide the aforementioned services as provided in this Agreement; NOW, THEREFORE, in consideration of the premises and the mutual benefits following to the Parties, the County and Contractor agree as follows: 1. Contractor agrees to provide the services to the County set forth in the Contractor s Scope of Work attached hereto as Exhibit A for the compensation set forth in the Fee Schedule attached hereto as Exhibit B. 2. In performing such services, Contractor shall take all steps and other necessary and appropriate action to provide all work and tasks described in the Scope of Work. 1

2 3. The County will facilitate completion of the work by providing access to appropriate County personnel as reasonably needed for Contractor inquiries and to County GIS staff and resources. 4. Contractor will provide regular updates via s to County staff and access to collected data via Google docs. Contractor will provide electronic copies of final reports and power point presentations with paper copies on request. Contractor will make presentations to the County Commissioners and County staff as requested. 5 Contractor associates assigned to this project will be: Robert Sepe, Manager, Action Audits, Cary, North Carolina; Catharine Rice, Action Audits, Cary, North Carolina; and Cynthia Pols, President of the Institute for the Positive Use of Technology, Washington, D.C. 6. The term of this Agreement shall commence on the Agreement Date and, if not terminated as herein provided, shall exist and continue until Contractor has completed all of the work required herein in accordance with the Timelines provided in Exhibit A. 7. Notwithstanding the foregoing, this Agreement may be terminated by the County upon fourteen (14) days written notice, with or without cause. If this Agreement is terminated without cause. Contractor shall be paid in accordance with Exhibit B. The County shall receive from Contractor paper and electronic copies of all work completed as of the date of termination. 8. Any notices to be given by either Party to the other must be in writing, and personally delivered or mailed by prepaid postage and certified mail, at the following addresses: For County: Chatham County Post Office Box 1809 Attention: Charlie Horne Pittsboro, North Carolina Telephone Number (919) charlie.horne@chathamnc.org For Action Audits, LLC: Robert Sepe, Manager 101 Pocono Lane Cary, North Carolina Telephone Number 9. This Agreement is non-assignable by Contractor. 10. This Agreement shall be construed pursuant to the laws of the State of North 2

3 Carolina. 11. This Agreement and Exhibit A and Exhibit B (both of which are attached hereto and incorporated herein by reference) represent the entire and integrated agreement between the County and Contractor and supersede all prior negotiations, representations, or agreements, either written or oral between the Parties. This Agreement may be amended only by written instrument signed by both the County and Contractor. Written and signed amendments shall automatically become part of this Agreement, and shall supersede any inconsistent provision therein; provided, however, that any apparent inconsistency shall be resolved, if possible, by construing the provisions as mutually complementary and supplementary. 12. In the event any provision of this Agreement shall be held to be invalid and unenforceable, the remaining provisions shall be valid and binding upon the Parties. 13. One or more waivers by either Party of a breach of any provision, term, condition, or covenant shall not be construed by the other Party as a waiver of any subsequent breach of the same by the other Party. 14. None of the provisions of this Agreement shall be held to be waived or modified by reason of any act whatsoever, other than by a definitely agreed waiver in writing. 15. Contractor understands and agrees that it is performing all work and services described herein as an independent contractor and not as an officer, agent, servant or employee the County. Contractor shall have exclusive control of and the exclusive right to control the details of the services and work performed hereunder and all persons performing the same, and nothing herein shall be construed as creating a partnership or joint venture between the County and Contractor. Contractor shall not be considered an officer, agent, servant or employee of the County, nor shall Contractor be entitled to any benefits available or granted to employees of the County. IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their duly authorized representatives as of the day and year first written above. CHATHAM COUNTY, NORTH CAROLINA By: Charlie Horne - County Manager Action Audits, LLC 3

4 By: Robert Sepe - Manager This instrument has been, pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. Vicki McConnell Finance Director Date 4

5 EXHIBIT A CONTRACTOR S SCOPE OF WORK OBJECTIVE: To increase broadband access throughout the County to maximize employment, economic, healthcare, educational, civic participation, and energy conservation opportunities for all residents, and to improve public safety; to be fully prepared to apply for future broadband and computer grants; and to develop plans for the community to independently develop these facilities without federal assistance. TASK 1: BROADBAND INFRASTRUCTURE PLAN METHODOLOGY: A. Secure data identifying precisely which areas of the County are served by broadband providers and the service (e.g., speed) offered by each provider. (10 labor hours and purchase Broadband Census data map at $5800). B. Develop plan for improving broadband service in the County: i. Identify potential broadband providers (3 hours) ii. Identify legal and other barriers affecting various providers (3 hours) iii. Contact service providers to determine current expansion plans and willingness to work with the County to address unmet broadband needs. (e.g., Randolph Telephone, Chatham Wireless, TWC, Charter Cable, Central Electric) (40 labor hours) iv. Identify possible incentives and funding sources (10 labor hours) v. Develop strategy for broadband provisioning (40 labor hours) vi. Write report summarizing findings and recommendations (40 labor hours) vii. Present report (2 labor hours) TASK 2: COMPUTER CENTER PLAN METHODOLOGY A. Assemble data to establish the need for a computer center in which to train unemployed and under employed people and to provide access to computers for County residents: i. Identify characteristics of the likely users of this facility, including such demographics as computer ownership and use, unemployment rate and education levels and communities where they live; work with County GIS department to map their locations (20 labor hours) 5

6 ii. Identify location of existing computer centers in the County (5 labor hours) iii. Determine whether Siler City and Central Carolina Community College is an appropriate location for a computer center (the Center ) by interviewing appropriate officials (20 labor hours) B. Identify existing institutions that could benefit and or contribute to the Center (e.g., the community college, public library system, senior centers, social service agencies, SAS, Cisco) through research and interviews with appropriate officials (15 labor hours) C. Explain how the Center would address unmet community needs in various areas (e.g., job opportunities, computer skill development, education, civic participation, social interaction (2 labor hours) D. Identify computer center characteristics (fixed or fixed with mobile component services) of the Center by visiting other training facilities in region and sate (e.g., WOW in Roper, Sand Hills Library in Rockingham County), conducting other research, and interviewing appropriate officials. (24 labor hours) E. Identify basic requirements for the operation of the Center (e.g., building, staff, computers & associated equipment, local area network, connection to internet) (24 labor hours) F. Assemble budgets for creating and operating the Center (40 labor hours) G. Establish timelines for rollout of the Center (4 labor hours) H. Identify possible funding sources (e.g., federal grants, foundation grants)(4 labor hours) I. Identify sources of permanent funding (8 labor hours) J. Write final report summarizing findings and recommendations (40 labor hours) K. Present final report (2 labor hours) TIMELINES: TASK 1: Broadband Infrastructure Plan: 4.5 months From the Agreement Date TASK 2: Computer Center Plan: 4.5 months From the Agreement Date 6

7 EXHIBIT B FEE SCHEDULE TOTAL FEE The total cost to the County for all services contract for hereunder is $44,060 and is detailed as follows: BROADBAND INFRASTRUCTURE PLAN TASK 1 In exchange for providing the services described in Task 1 of Exhibit A the County agrees to pay Contractor total compensation of $15,180 plus map costs of $5,800 for a total task cost of $20,980. This figure is all inclusive and includes all travel, copying, overhead, lodging, benefits, and other costs related to providing the Services described in Task 1 in Exhibit A. COMPUTER CENTER PLAN TASK 2 In exchange for providing the services described in Task 2 of Exhibit A the County agrees to pay Contractor total compensation of $23,080. This figure is all inclusive and includes all travel, copying, overhead, lodging, benefits, and other costs related to providing the Services described in Task 2 in Exhibit A. PAYMENT SCHEDULE Contractor shall invoice the County at the end of each month for the percentage of the work completed during that month and payment shall be due 15 days from receipt of invoice. TERMINATION If this Agreement is terminated by the County without cause before completion of the services contracted for, the County shall pay Contractor an amount equal to the percentage of the work satisfactorily completed as of the effective date of termination, less all prior payments. 7 ROCKYMOUNT v1