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Home My WebLink About2018-345 Aging - William Meyers wellness instructor[Departmental Use Only] TITLE Wellness Instructor FY 2018 -19 ORANGE COUNTY CONTRACT UNDER $1,000.00 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 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 and /or construction (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 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 d1I 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 clients fees collected or five- hundred dollars , ($500.00). Payment shall be made within thirty (30) days of an invoice properly submitted to County. Should Provider fail to perform its duties Linder 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 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 (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: t�ures: 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 1 IA 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.gov /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. 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. 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 Revised 10/17 2 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 10/17 IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY By: pa ment Direct 200 ameron St. P.O. Box 8181 Hillsborough, NC 27278 Revised 10/17 4 PROVIDER By: l Title: S �L William Meyers 1204 Little Creek Rd Durham, NC 27713 ?!. CERTIFICATE OF LIABILITY INSURANCE DATE(MMIPD/YYYY) TYPE OF INSURANCE 12/30/2017 THIS CERTIFICATE IS 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 BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE O.R.PKPDUGER, AND,THE,CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If S-UBRO'GATIO'N IS WAIVED, subject to th'e terms qnd 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 K &K Insurance Group, Inc, 1712 Magnavox Way Fort Wayno IN 46804 CONTACT NAME: Mass Merchandising Underwriting A/c No No, 1 -800- 506 -4856 FAX No): 1- 260 -459 -5590 E-MAIL ADDRESS: info @fitnessinsurance- kk.corrl PROD CE CUSTOMER ID; INSURER(S) AFFORDING COVERAGE NAIC # EACH OCCURRENCE INSURED INSURER A: Nationwide Mutual Insurance Company 23787 INSURER B: MED EXP (Anyone person) V. Villiam J Moyers '1204 Liftie Creek Road `Durham, NO 27713 A Member of the Sports, Leisure & Entertainment RPG INSURER c: $1,000,000 - INSURER D: GENERAL AGGREGATE INSURER E: AGGREGATE LIMIT APPLIES PER: POLICY pRa LOO JECT OTHER: PRODUCTS -COMP/OP AGG INSURER F: PROFESSIONAL LIABILITY $1,000,000 r:nvFRA�FS CERTIFICATE NUMBER: W01151252 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. NOTWITHS'T'ANDING 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 SUQH POLICIES-LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTIR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM /DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS MADE a OCCUR 6BRP00000006255600 0110112018 12:01 AM EDT 01/0112019 12:01 AM EACH OCCURRENCE $1,000,000 GENT D GE r'o E T D PREMISES Ea Occurrence $1 ,000,000 MED EXP (Anyone person) $5,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $5,000,000 AGGREGATE LIMIT APPLIES PER: POLICY pRa LOO JECT OTHER: PRODUCTS -COMP/OP AGG $1,000,000 PROFESSIONAL LIABILITY $1,000,000 LEGAL LIABTO PARTICIPANTS $1,000,000 AUTOMOBILELIABIL.ITY ANY AUTO OWNED AUTOS SCHEDULED ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY NOT PROVIDED WHILE IN HAWAII I COMB ED G E MIT Ea accident BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE Peraccident UMBRELLA LAB OCCUR EXGE8S LIAR CLAIMS -MADE DED RETENTION EACH OCCURRENCE AGGREGATE WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/ Y / N EXECUTIVE OFFICER /MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS beloW N/A OTHER STATUTE OTHER E.L. EACH ACCIDENT E.L. DISEASE --EA EMPLOYEE E.L. DISEASE- POLICYLIMIT MEDICAL PAYMENTS FOR PARTICIPANTS PRIMARY MEDICAL EXCESS MEDICAL DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Abuse, Molestation, Harassment or Sexual Conduct Defense Cost Reimbursement — Limit $100,000 Non - certified Instructor of: Tai Chi - cFRTIFICATF HOLDER CANCELLATION 'EVidonee 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, AUTHORIZED REPRESENTATIVE V '%,(' �•�yyy� •� .7T.• Coverage is only extended to U.S. events and activities, `* NOTICE To TEXAS INSUREDS: The Insurer fortho purchasing group may not be subject to all the insurance laws and regulations of the State of Texas ACORD 25 (2016/03) The ACORD name 1DUB -2015 ACORD CORPORATION, All rights reserved. e and logo are registered marks of ACORD