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HomeMy WebLinkAbout2016-382 Aging - William Meyers for wellness instructor [Departmental Use Only] TITLE Wellness Instructor FY 2016-17 ORANGE COUNTY CONTRACT UNDER$15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 31 st day of July,2016, ("Effective Date")by and between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the "County"),party of the first part; and William Meyers(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 T'ai Chi classes at the Seymour Center The term of this agreement rendered shall be from July 31, 2016 to June 30, 2017. 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. Payment: 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 the total client fees collected or one-thousand, five-hunded dollars, ($1,500). 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 County'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 incorporated herein by reference and may be viewed at Revised 6/16 1 http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County'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 County's Risk Manager. 5. Indemni : 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, its agents, or assigns directly or indirectly related to the Services to be performed pursuant to this Agreement 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. County may suspend this Agreement upon reasonable 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 of this Agreement 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. 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 state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Anti-Discrimination Policy. Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider affirms that Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. 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. Revised 6/16 2 [SIGNATURE PAGE TO FOLLOW] Revised 6/16 3 IN WITNESS WHEREOF,County and the Provider have signed this Agreement,effective as of the day first written above. ORANGE COUNTY PROVIDER B y Z I `' Y By: County Manager Title: 200 S. Cameron St. William Meyers P.O.Box 8181 1204 Little Creek Road Hillsborough,NC 27278 Durham,NC 27713 Revised 6/16 t} 1 ) ACOM. CERTIFICATE OF LIABILITY INSURANCE DA / Y) 172/23/2015 THIS CERTIFICATE 15 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BYTHE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les)must be endorsed. If SUBROGATION IS WAIVED,subject to the •terms and.conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: Mass Merchandising Underwriting K&K Insurance Group,Inc, PHONE: Ext: 1-800-506-4856 Ax:(a/c,NO): 11-260-459-5590 1712 Magnavox Way E-MAIL lnfb@fltnessinsurance-kk.com Wayne IN 46804 ADDRESS: nfo @fltnessinsurance kk.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERAI Nationwide Mutual Insurance Company 3787 INSURED NSURER Bi William) Meyers INSURER C: 1204 Little Creek Road NSURER D: Durham,NC 27713 INSURER E: A Memberof the Sports,Leisure&Entertainment RPG&EntertainmentRPG INSURER F: COVERAGES CERTIFICATE NUMBER:W00747278 REVISION NUMBER: THIS IS TO CERTIFY THAT 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 SUBJ ECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD/YY MM/DD/YY LIMITS A X COMMERCIAL GENERAL LIABILITY 6BRPG0000005691900 12131/2015 12/3112016 EACH OCCURRENCE $1,000,00( CLAIMS-MADE a OCCUR 12:01 AM ED 12:01 AM DAMAGE TO RENTED $300,00( PREMISES Ea occurrence MED EXP(Any one person) $5,00( PERSONAL&ADV INJURY $11000100( GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $5,000.00 OLICY PRO- LOC PRODUCTS-COMP/OP AGG ECT 11000100( OTHER PROFESSIONAL LIABILITY $1,000,00( LEGAL LIAB TO PARTICIPANTS $1,000,00( AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT COMB ANY AUTO BODILY INJURY(Per person) SCHEDULED ALL OWNED AUTOS UTOS BODILY INJURY(Per acckdent) HIRED AUTOS NON-OWNED PROPERTY DAMAGE UTO S Per accident Not provided whlle In Hawaii UMBRELLA LIAR OCCUR EACH OCCURRENCE EXCESS LIAR CLAIMS-MADE AGGREGATE DED ETENTION ..,WORKERS COMPENSATION PER AND EMPLOYERS'LIABILITY YIN STATUTE OTHER ANY PROPRIETORSHIP/PARTNER/ E.L.EACH ACCIDENT EXECUTIVE OFFICER/MEMBER EXCLUDED? NIA E.L.DISEASE—EA EMPLOYEE (Mandatory In NH) Il'yes,describe under E.L.DISEASE—POLICY LIMIT DESCRIPTION OF OPERATIONS below MEDICAL PAYMENTS FOR PARTICIPANTS PRIMARY MEDICAL L,TIPff6r6rm i I VkHIrLb5 tALURD 101, EXCESS MEDICAL AddlUonal Remarks c u e,may De atrached if more space s requ Abuse,Molestation,Harassment or Sexual Conduct Defense Cost Reimbursement—Limit$100,000 Non-certified Instructor of:Tai Chi CERTIFICATE OLD R CANCELLATION Evidence of Coverage SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUUTyHOORIZED REPRESENTATIVE "^rvl Coverage is only extended to U.S,events and activities, "*NOTICE TO TEXAS INSUREDS:The Insurerforthe purchasing group may not be subject to all the insurance laws and regulations of the State of Texas ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD 01988.2014 ACORD CORPORATION. All rights reserved.