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Home My WebLink About2015-313-E Aging - Connie Winstead for wellness instructor $5,000 DocuSign Envelope ID: 51 D434AE-BDB9-4D7E-9616-0AAD05E1 CC24 [Departmental Use Only] TITLE Wellness 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 Connie Winstead (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: Pilates classes twice weekly at the Seymour Center 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 five-thousand dollars , ($5,000.00). 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 Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is Revised 10/14 1 DocuSign Envelope ID: 51 D434AE-BDB9-4D7E-9616-0AAD05E1 CC24 incorporated herein by reference and may be viewed at htlp://orangecounlync.gov/purchasing/contracts.as]) If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of personal liability insurance (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: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. 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: 51 D434AE-BDB9-4D7E-9616-0AAD05E1 CC24 IN WITNESS WHEREOF, County and the Provider have signed this Agreement, effective as of the day first written above. ORAN(aE CgKNTY PROVIDER (-6DOCUSIgned by: By. By: y VIM, wiin,sft,ai oun Ma7'nage7 r 3E38480C333746D... 200 S. Cameron St. 3000 Montgomery Street P.O. Box 8181 Durham,NC 27705 Hillsborough,NC 27278 Revised 10/14 3 DocuSign Envelope ID: 51 D434AE-BDB9-4D7E-9616-0AAD05E1 CC24 Fitness and Wellness Insurance A Member of Philadelphia Insurance Companies Tel: 877-438-7459 Fax: 866-847-4046 CA License#0377645 Name: Connie Winstead Account#: Address: 3000 Montgomery St Expiring Policy#: PHPK561270-004 Durham, NC 27705- Renewal Date: 04/3012015 Policy Type: General and Professional Liability Policy Limits: $2,000,000/$4,000,000 Total Balance Due*: $125.00 Total charge includes insurance premium,applicable taxes,and a$50 Risk Purchasing Group administration fee that is fully earned and nonrefundable. If you have made changes to your operations,such as producing videos, leasing or purchasing a facility, or hiring employees, please call customer service for a revised premium. This payment notice is being sent thirty(30)days prior to the expiration of your current policy.Your policy has been automatically renewed and issued and is enclosed. If payment is not received by your policy expiration date,your renewal will be automatically canceled. Available payment options are below. Questions? Please call customer service 877-438-7459 If payment has already been made, please disregard this notice. If you do not wish to renew your current coverage, please send an email to custsery @phlyins.com specifying the insured name and address, policy number, policy term, effective date of cancellation and reason for cancellation. If this is brokered business please contact your agent to cancel. Please note the following payment options for renewal of your insurance coverage: 1. You can renew via Visa or MasterCard on-line at www.fitnessandwellness.com or by contacting our customer service department at 877-438-7459. 2. You can renew via check made payable to Fitness and Wellness Insurance by mailing your payment notice and check to: Fitness and Wellness Insurance P.O. Box 70251 Philadelphia, PA 19176-0251 Note: If you have a landlord, facility owner, or other party to be listed as an additional insured, please attach a list including name and mailing address. All correspondence should be sent to: Philadelphia Insurance Companies Attention: Customer Service One Bala Plaza, Suite 100 Bala Cynwyd, PA 19004 Please detach here ---------------------------------------------------------------------------------------------------------------- COMMON POLICY DECLAMATIONS CPD-PIIC (01/07) Policy Number: PHPK561270-005 Named Insured and Mailing Address: Connie Winstead 3000 Montgomery St Durham, NC 27705- Producer: 6039 Maguire Insurance Agency, Inc. 27101 Puerta Real Suite 200 Mission Viejo, CA 92691- Policy Period From: 04/30/2015 To: 04130/2016 at 12:01 AM.Standard Time at your mailing I address shown above I Business Description: Yoga Trainer : P, b, it