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Home My WebLink About2015-427-E Aging - Stave Movement Foundation for wellness instructor $1,500 DocuSign Envelope ID:OD740226-7CEO-4689-8080-9211 D927618B [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 Stave Movement Foundation (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: one Parkinson's Disease fitness class at each Senior Center each week 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 fifteen-hundred dollars , ($1,500.00). 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:OD740226-7CEO-4689-8080-9211 D927618B 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:OD740226-7CEO-4689-8080-9211 D927618B IN WITNESS WHEREOF, County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVIIJEI�igned by: DocuSigned by: By: joV�,l�t tf ( mmtys By: Soda ( fit vra aln o��j 7 667FFSE53AFB4A2.- �@��1Y�1Z�Y'. 200 S. Cameron St. 2105 Kelly Road P.O. Box 8181 Apex,NC 27502 Hillsborough,NC 27278 Revised 10/14 3 DocuSign Envelope ID:OD740226-7CEO-4689-8080-921 1 D927618B CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDNYYY) PKUL)UUtR THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY r.NSI.J A\TCE PROFESSIONT uS,INC AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER,THIS 919 KILD,,%jRE,FARM ROAJ) CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE CARY,NC'2>>I I COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC# URER A: AUTO-OWINERS INSURANCE COMPANY 18988 SI AVE IADVEMENT rt-)UIND,�Tlo\\4,Ii-C, INSURER B: P0 BOX 1497 INSURER 0: APEX,NNC 27502 INSURER D: INSURER E; COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. t�R "POLICY EFFECTIVE POLICY EXPIRATION ............ TYPE OF INSURANCE POLICY NUMBER ,ATE,Mmr,,,,yy ,P LIMITS DATE(MMIDDNY) .A GENERAL LIABILITY EACH OCCURENCE $1,000,wo E COMMERICAL GENERAL LIABILITY B35I5t20IDF 03/05/2016 DAMAGE TO RENTED F-11 CLAIMS MADE Ej OCCUR I PREMISES(ca occurnaf—ce) S100.000 MED EXP(Any one pI;!rson', 55000 PERSONAL&ADV INJURY G SENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $1,000,000 PROOUCTS-COMPiOP AGG POUCY F-1 PROJECT E-1 Loc $1,000,000 IS AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUT 0 (Each Occurrence? D ALL OWNED AUTOS BODILY INJURY ❑SCFE-ou'r-DAUTOS (Per oermli $ ❑HIRED AUTOS BODILY INJURY ❑ NON-0`v1.ED AUTOS am'dent) $ F-1 APReracvOPE DAMAGE db RTY C3 ............ F-1 GARAGE LIABILITY AUTO ONLY-EA ACCIDENT S ANY AUTO EA ACC S OTHER THAN El- AUTO V QNLY� I AGG S EXCESSIUMBReLLA LIABILITY EACH OCCURRENCE !0 OCCUR ❑CLAIMS MADE i 'AGGREGATE ............. ❑DEDUCTIBLE .......... RETENTION $ $ ❑ WORKERS COMPENSATION AND I STATU- OTH- EMPLO YERS'LIABILITY TORY LIMITS ANY PR0PRIETORIPARTNERiExECu- TIVE OFFICERINIEMBER EXCLUDED7 E,L.EACH ACCIDENT I!yes:desixibe und-r SPECIAL PROVISIONS beivw E.L.DISEASE-EA EMPLOYEE E.L.DISEASE-POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS NFP ORGANIZA,rION-THER?V- 1EURC,N10Vfz?vfEN-fT CERTIFICATE HOLDER CANCELLATION ROBERT&PEAR1,&EY.MOUR CEN- TER SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE 2551 flOMIESTEAD ROAD EXPIRATION DATE THEREOF,THE INSURER AFFORDING COVERAGE WILL ENDEAVOR TO CHAPEL HILL,NC 27516 MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE 7w)OSO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,) _I jZENTS O—RR NTATIVES. AUTHORI DR tt1!+a_ATIV5 ACORD 25(2001108) T- @ ACORD CORPORATION 1988 fi