HomeMy WebLinkAbout2015-293-E Aging - Toni Shaw for wellness instructor $800 DocuSign Envelope ID:4304A459-1187-466D-BE4D-2222D2FDOB84
[Departmental Use Only]
TITLE Wellness Instructor
FY 2015-16
ORANGE COUNTY
CONTRACT UNDER $1,000.00
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 Toni Shaw (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: therapeutic massage appointments one day per week at
the Central Orange Senior Center
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
I. 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
90% of the total client fees collected or eight-hundred dollars, ($800.00). 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
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DocuSign Envelope ID:4304A459-1187-466D-BE4D-2222D2FDOB84
Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is
incorporated herein by reference and may be viewed at http://oran eg countync.gov/purchasing/contracts.asp).
If Owner'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 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 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.
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 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. 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
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]
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DocuSign Envelope ID:4304A459-1187-466D-BE4D-2222D2FDOB84
IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective
as of the day first written above.
ORANGE COUNTY PRaEC dgned by:
DocuSigned by:
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By: y By:
a3C @>f'VFiector Title: "
20 0 S. Cameron St. 1301 Deerfield Trace
P.O. Box 8181 Mebane,NC 27302
Hillsborough,NC 27278
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DocuSign Envelope ID:4304A459-1187-466D-BE4D-2222D2FDOB84
Certificate of'Insurance
abm[] `
�, OCCURRENCE COVERAGE
ABMP In-Dues Liability Program
ABMP MAILING ADDRESS: MASTER POLICY HOLDER
Associated Bodywork&Massage Professionals Allied Professionals Insurance RPG
25188 Genesee Trail Road
Suite 200 AGENT/BROKER
Golden,CO 80401
Allied Professionals Insurance Services
ISSUED BY:
POLICY#: API-ABMP-14 Allied Professionals Insurance Company,A
Risk Retention Group,Inc.
LIABILITY LIMITS (per member) ANNUAL AGGREGATE............................................... $6,000,000
PER OCCURRENCE LIMIT.................... ...................... $2,000,000
COMMERCIAL GENERAL LIABILITY
PRODUCTS-COMP/OP.................................................. Included
PROFESSIONAL LIABILITY ........................................ Included
GENERAL LIABILITY............................................... Included
FIRE LIABILITY LIMIT............................................. $100,000
To verify information, contact ABMP. Tel: 303-674-8478 Fax: 303-674-0859
This Policy is issued by your risk retention group. Your risk retention group may not be subject to all of the insurance laws and
regulations of your State. State insurance insolvency guaranty funds are not available for your risk retention group. Coverage is
afforded to person(s)named herein as Named Insureds according to the terms and conditions of the Policy to which this Certificate
refers. No other rights or conditions,except as specifically stated herein,are granted or inferred.
COVERAGES
THIS IS TO CERTIFY THAT THE POLICY OF INSURANCE LISTED ABOVE HAS BEEN ISSUED TO ADDITIONAL INSURED:
THE INSURED NAMED BELOW.THE INSURED ACTIVE DATE LISTED BELOW APPLIES ONLY TO (with inception date)
ELEMENTS OF COVERAGE CONTINUOUSLY IN PLACE SINCE THE INCEPTION OF THENAMED
INSURED'S POLICY. CHANGES TO COVERAGE ARE EFFECTIVE RETROACTIVELY ONLY TO THE
DATE THE CHANGE WAS MADE.REPORT IN WRITING WITHIN 48 HOURS ANY&ALL CLAIMS, Coverage is extended subject io all terms and conditions of the Policy.
OR INCIDENTS THAT YOU BELIEVE MAY RESULT IN A CLAIM,EVEN IF GROUNDLESS.
This Certificate,along with the Policy to which it refers,is valid evidence of coverage extended to the
Certificate Holder listed below.
CERTIFICATE HOLDER
(Active Registered Members are on file with the ABMP Membership Director.)
Member/Named Insured: Toni C. Sbaw
Membership I.D.#: 961961
Member/Policy Term Active: Oct-12-2014
Member/Policy Term Expires: Oct-11-2015
Total Member Cost: $ 199 (ABMP Membership,including
Member Liability Coverage)
Authorized Representative
CANCELLATION:The Company shall provide the Named Insured 90 days notice of its intent
to cancel this policy for any reason other than failure to pay amounts when due. Should the kk
Named Insured fail to pay amounts when due,the Policy shall be immediately and automatically E
cancelled without further notice. E