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Home My WebLink About2015-309-E DSS - David Sovero for Senior Center instructor $10,000 DocuSign Envelope ID: 5588A42E-A029-4583-803D-728A85C6F10B [Departmental Use Only] TITLE Senior Center Instructor FY 2015-16 ORANGE COUNTY CONTRACT UNDER $15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 1st day of July, 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 David Sovero (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: weekly oil painting and cooking at the Central Orange and Seymour Centers The term of this agreement rendered shall be from July 1, 2015 to June 30,2016. 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. 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 the lesser of 80% of total student fees collected or ten-thousand dollars , ($10,000.00). 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 Revised 10/14 1 DocuSign Envelope ID: 5588A42E-A029-4583-803D-728A85C6F10B Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://oran eg countync.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 or attached to 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: 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. 10. Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County,North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 11. 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] Revised 10/14 2 DocuSign Envelope ID: 5588A42E-A029-4583-803D-728A85C6F10B IN WITNESS WHEREOF, County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVID by: ligned by: By: 5DOCUSIgned 6Vcl&df, ( AmmvsbS By: cy �6w-n Cou -31V1Minez___ 343C762A1 D2B49B... 200 S. Cameron St. David Sovero P.O. Box 8181 144 E. Tryon Street Hillsborough,NC 27278 Hillsborough,NC 27278 Revised 10/14 3 DocuSign Envelope ID: 5588A42E-A029-4583-803D-728A85C6F10B ORANGE COUNTY-DEPARTMENT USE ONLY Department Party/Vendor Name: David Sovero Party/Vendor Contact Person: Contact Phone: Party/Vendor Address: 144 E. Tryon Street City Hillsborough State: NC Zip: 27278 Department: Aging Amount: $10,000.00 Purpose: senior centers instructor Budget Code(s): 10430120-629000 Vendor 4 57151 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No❑ Contract Type: (Check one)New ❑ Renewal ® Amendment ❑ Effective Date July 1,2015 Approved by Board Yes❑No❑ Agenda Date: This agreement is approved as to technicaj fob aid content: , '�` Department Director's Signature iU Date: 6/30/2015 B7E962D1BF454FA... Information Technologies (Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: Risk Management This agreement is approved for sufficiency of insurance standards,specifications,and requirements: [—DocuSignedby: 11LL Office of the Risk Management Officer AUS. (,bnU& Date: 7/1/2015 7FDCF9176800498... Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: --- +DocuSign__ed by: Office of the Chief Financial Officer INAL (� l(1-bVu Date: 7/2/2015 232DFFC2CFA847B... Legal Services This agreement is approved as to le a�ggA&I:sufficiency: Office of the County Attorney 1� Date: 7/2/2015 4035C B8304CA4A9... Clerk to the Board Received for record retention: All Docusign contracts must be copied to Donna Lloyd upon completion @ DolloyLyorangecou go v The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: Revised 10/14 4