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Home My WebLink About2018-293-E Aging - Barbara Lang wellness instructorDocuSign Envelope ID: 9D2C2858- EOCF- 42BE- B2CA- 3FB2000F25F5 [Departmental Use Only] TITLE Wellness Instructor FY 2018 -19 ORANGE COUNTY CONTRACT UNDER $5,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this twentieth day of July, 2018, ( "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 Barbara Lang (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 and/or construction (hereinafter referred to collectively as "Services ") to be furnished under this Agreement are as follows: yoga class instructor The term of this agreement rendered shall be from July 1, 2018 to June 30, 2019. 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 four - thousand, nine - hundred, fifty dollars, ($50.00 per hour class). 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 Revised 10/17 (Mgr appry 5k 6/18) DocuSign Envelope ID: 9D2C2858- EOCF- 42BE- B2CA- 3FB2000F25F5 incorporated herein by reference and may be viewed at http: / /www.orangecountync.gov /departments /purchasing division /contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here 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. Indemnity: The Provider agrees, without limitation, 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 in carrying out Provider's duties and obligations related to the Services to be provided in this Agreement. 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 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. Modifications may be evidenced by telefacsimile signature. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 8. Governing Law and Priority: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina and Orange County. 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 Non - Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http: / /www.oran eg countync. og v/ departments / purchasing_ division /contracts.php.). 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 certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147 - 86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147 - 86.81. By executing this Agreement Provider affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 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. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be resolved by nonbinding mediation. If such mediation fails either party may initiate litigation to resolve the dispute. 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. Revised 10/17 (Mgr appry 5k 6/18) 2 DocuSign Envelope ID: 9D2C2858- EOCF- 42BE- B2CA- 3FB2000F25F5 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. IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY ❑ocu5igned by: 5 B7E962616F454FA... 200 S. Cameron St. P.O. Box 8181 Hillsborough, NC 27278 Revised 10/17 (Mgr appry 5k 6/18) 3 ' : 1 / 1 _. Uocusigned by: By: Title 961355FS8C1F495... Barbara Lang 905 Cedar Fork Trail Chapel Hill, NC 27514 DocuSign Envelope ID: 9D2C2858- EOCF- 42BE- B2CA- 3FB2000F25F5 .4C � PRODUCER Maguire Insurance Agency, Inc. 27201 Puerla Real Ste 200 Mission Viejo, CA 42691- -7359 877.43 &7439 INSURED Barbara Jan Lang 905 Cedar Fork Trail Chapel Hill, NC 27514- COVERAGES CERTIFICATE OF LIABILITY INSURANCE U417717(Iaa THIS CERTIFICATION 15 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, 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 CERIFICATION MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 15 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN:SR LTR AD&I. INSRD I TYPE OF INSURANCE POLICY NUM8ER POLICY EFFECTIVE DATE (M WDD/YYYY) POLICY EXPIRATION DATE(MWDD/YYYYj LIMITS A X GENERAL LIABILITY X COMMERCIAL GENERAL LIABIUIY CLAIMS MADE FX OCCUR % PROFESSIONAL LIABILITY GEN'L AGGREGATE LIMIT APPLIES PER % POLICY PROJECT LOC PIJPK596174 -008 07/10/2015 - 07/10/2019 EACH OCCURENCE $2,000,000 PREMISES Ea —u r rent. $100,000 MED EXP (Anyone person) _ m $2,300 PERSONAL & ADV INJURY $2,OD0,000 GE NERAL AGGREGATE $4,000,000 PRODUCTS – COMP /OP AGG $4,900,060 AUTOMOBILE LIABILITY ANY AUTO ALL OW N E D AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT ( €A accldent) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) GARAGE LIABILITY ANYAUTO AUTO ONLY– EA ACCIDE NT -- OTHERTHAN E.AACC AUTO ONLY; AGG - -• -- EXCESS / UMBRELLA LIABILITY OCCUR El CLAIMS MADE DEDUCTIBLE RETENTION ¢, EACH OCCURENCE AGGREGATE EMPLOYEJW LIABILITY II YIN ANY CERIMEMBERREXCLIUDED7E IVE (Myaendalory In NIT) er SPECIAL RrbNISIONS bdwd - i TORY LIMITS III E.L. EACH ACCIDENT E.L. DISFASE – EA AMPLOYEE £.L. DIS €ASE – POLICY LIMIT OTHER DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES 1 EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS II is understood and agreed shat the following entity Is added as an additional Insured but only wrTh respectls) to the operations of the narned Insured except Ihat Ila bility —Uhing (mm Iha addlUmlal WSUred'S SOIO negligence. CERTIFICATE HOLDER CANCELLATION ACOR❑ 25 (2009/01) cp 1988 -2009 ACORD CORPORATION. All rights resealed. The ACORD name and logo are registered marks Of AC6RD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER. WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOIDER NAMED TO THE LEFT, BUT FAILURE TO Do So SHALL IMPOSE NO OBLIGATION OR LIABILITY 0 ANY RIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACOR❑ 25 (2009/01) cp 1988 -2009 ACORD CORPORATION. All rights resealed. The ACORD name and logo are registered marks Of AC6RD