HomeMy WebLinkAbout2014-486-E DEAPR - Nina Maier for tai chi instruction $1,600 DocuSign Envelope ID: BBEB91 D3-16B0-4295-9E85-F947DC32EFAA
[Departmental Use Only]
TITLE Tai Chi Instruction
FY 2014-2015
ORANGE COUNTY
CONTRACT UNDER $15,000.00
NORTH CAROLINA
THIS AGREEMENT, made and entered into this 26b day of August, 2014, ("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 Nina Maier (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: Tai Chi Instruction, seven(7)hours of instruction per session
The term of this agreement rendered shall be from September 1, 2014 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. Pam: 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 one
thousand, six hundred dollars (80% of the total income from registration fees), ($1600.00). 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. 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.
4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability
Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may
be required by Owner's Risk Manager as such insurance requirements are described in the Orange County
Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is
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DocuSign Envelope ID: BBEB91 D3-16B0-4295-9E85-F947DC32EFAA
incorporated herein by reference and may be viewed at htlp://orangecountync.gov/purchasing/contracts.asp).
If Owner's Risk Manager determines additional insurance coverage is required such additional insurance
shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall
not commence work until such insurance is in effect and certification thereof has been received by the
Owner's Risk Manager.
5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County
from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable
attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or
destruction of any property caused in whole or in part by any negligent or intentional act or omission on the
part of the Provider.
6. Termination: This Agreement may be terminated at any time by mutual written agreement of
the parties or by the County upon written notice to the Provider.
7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be
bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the
Agreement between the parties unless and until modified in writing and signed by the parties. This
Agreement together with any amendments or modifications may be executed electronically. All electronic
signatures affixed hereto evidence the intent of the Parties to comply with Article I IA and Article 40 of
North Carolina General Statute Chapter 66.
8. Priori 1y: In determining the basic services to be provided, should any documents be
referenced in this Agreement, the terms herein shall have priority in any conflict between the terms of
referenced documents and the terms of this Agreement.
9. Governing Law:aw: Both parties agree that this Agreement shall be governed by the laws of the
State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this
Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in
Orange County, North Carolina. Provider shall at all times remain in compliance with all applicable local,
state, and federal laws, rules, and regulations including but not limited to all anti-discrimination laws.
Pursuant to the terms of North Carolina General Statute 153A-449(b) no county may enter into a contract
with a contractor unless the contractor and the contractor's subcontractors comply with the requirements of
Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain
compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Provider's
breach of this Agreement. By executing this Agreement Provider affirms Provider is in compliance with
Article 2 of Chapter 64 of the North Carolina General Statutes.
10. Non Appropriation: Provider acknowledges that County is a governmental entity, and the
validity of this Agreement is based upon the availability of public funding under the authority of its statutory
mandate. In the event that public funds are unavailable and not appropriated for the performance of County's
obligations under this Agreement, then this Agreement shall automatically expire without penalty to County
immediately upon written notice to Provider of the unavailability and non-appropriation of public funds.
[SIGNATURE PAGE TO FOLLOW]
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DocuSign Envelope ID: BBEB91 D3-16B0-4295-9E85-F947DC32EFAA
IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective
as of the day first written above.
ORANG U%T-c�'by: PROVIDER DocuSigned by:
�jbin,ln,tl. �A.iMw1t,V'S� �In,A.
County Manager
200 S. Cameron St. Nina Maier
P.O. Box 8181 3302 Pearson Road
Hillsborough,NC 27278 Hurdle Mills,NC 27541
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