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Home My WebLink About2018-453-E Health - Philip Roundtree Suicide Prevention Week Walk SpeakerDocuSign Envelope ID: 047E674E- OBA4- 40EA- A551- 59FD7A408776 [Departmental Use Only] TITLE P.Roundtree- SPW FY 2018 -2019 ORANGE COUNTY CONTRACT UNDER $5,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 14th day of August, 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 Phillip J. Roundtree, d.b.a. Quadefy LLC (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: Serve as a trained speaker on mental health challenges at the Suicide Prevention Awareness Walk being held by the Health Department's Healthy Carolinians program manager on September 21, 2018, or on a later date to be determined by the Health Department if required to be rescheduled. The term of this agreement rendered shall be from September 1, 2018 to October 31, 2018. 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 One Thousand Dollars, ($1,000). 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. Revised 10/17 (Mgr appry 5k 6/18) DocuSign Envelope ID: 047E674E- OBA4- 40EA- A551- 59FD7A408776 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 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 N/A (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 I 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 ec�ognl nc. 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 Revised 10/17 (Mgr appry 5k 6/18) 2 DocuSign Envelope ID: 047E674E- OBA4- 40EA- A551- 59FD7A408776 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 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. O G&CQV`NTY �IIn�Aan.A. S{t,WA.V'f By: Department Director 200 S. Cameron St. P.O. Box 8181 Hillsborough, NC 27278 Revised 10/17 (Mgr appry 5k 6/18) PRPV1DX4Ld by: By: Title: Phillip J. Roundtree 2053 McKinley St. Philadelphia, PA 19149 .4� Y CERTIFICATE OF LIABILITY INSURANCE "0,,31,�o1B " THIS CERTIFICATE IS ISSUED AS A MRTTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATWELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTHCATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS, AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: N the CMUICare holder Is an ADORIONAL INSURED, the policy(HS) must be endorsed. H SUBROGATION IS WAIVED, subject to the terms and conEhbns of the policy, certain policies may refulre an endorsement. A statement an due ceUUlcase does rum confer rights to the cerlMlum holder In Iku OF such endorsentant s. Hiscox Inc. 520 Madicon Avenue 32nd Floor New York, NY 10022 HWE 898202 -3007 anlact ®MSW Ccm ASHOREMBREPRESSITATIVE I;, IMICS N"MA: Hiscox Insurance Company Inc 10200 IRED Ouaeely LLC 2053 Mcianley St PHILADELPHIA PA 19109 NG MB: X c a G S 1,000.000 THIS IS TO CERTIFY THAT ME POLICIES OF INSURANCE LASTED BELON HAVE BEEN ISSUED TO ME INWRE0 NAMED MOVE FOR THE POLICY PERIOD INDICATED. NOIWDH$TANpNG ANY REWIREMENT, TERM OR CONISOON OF ANY CONDUCT OR OTHER DOCUMENT WDH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MY PERTNN, ME INSURANCE AFFORDED BY THE POLICIES DES fflP D HEREIN IS SIRIECT TO ALL TIE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. DMITS SECTION MY HAVE BEEN REDUCED BY PAID CLAIMS. m ASHOREMBREPRESSITATIVE I;, WII X c a G S 1,000.000 iM&MADEE 191 OCCUR eom.nnee, S 100,000 ExP(A n.lwewvl S 5,000 PEngquLarovluMlnv S 1,000,000 A UDC-2322E55- CGL -18 07MIM18 07031/2018 miEfiME1MryTN41EGFm c EauAGGwEwTE S 2,000.00) POLICY El JCT E ELCC X np Ion i ST Gan. i IF WYY aRy(Fe,P i ioo i x OWNS SCHEMED AVIW E MOOS RYIPnxNne i NOHRYMED HIREDAUTOS AVmg i O M RE E AWREWTE s IXCFyuaB CWMSeMm` i 1MRXEPLOCYERYURBEITY M IXTHlOmPRmW�FmXEC11TIW EL EACXICCIOE i ❑MIA plxRwmrylnXq EE E H f EL DSEASE -Pr)UCY LIMIT DEGCmPIgXOFtlEXR1tlM8 /LOCATXX/s /YEMMae(ACORD Mr. ACNIMY mmsYa W awyY Wsaw Xsse yen Is equines CERTIFICATE HOLDER CANCELLATION 0198 8,2016 ACORD CORPORATION. All rights reserved. ACORD 25 (20IMH) The ACORD name and logo are registered marks of ACORD SHOULD AM OF THE MOVE DESCRIBED POLICIES BE CANCELLED BEFORE ME "PIRATIOW DAM THEREOF, NOTICE VIAL BE DELIVERED IN ASHOREMBREPRESSITATIVE I;, 0198 8,2016 ACORD CORPORATION. All rights reserved. ACORD 25 (20IMH) The ACORD name and logo are registered marks of ACORD