The URL can be used to link to this page

Home My WebLink About2015-296-E Aging - Senior Care Center for respite services $12,000 DocuSign Envelope ID:20CF096F-CA74-409A-B90A-94B182005E1 E [Departmental Use Only] TITLE Respite Provider FY 2015-16 ORANGE COUNTY CONTRACT UNDER $15,000.00 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 Senior Care of Orange County, Inc. (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: provide adult day health care respite services following standards mandated by the NC Department of Health and Human Services Division of Aging and Adult Services for licensure. 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 1. 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 @$44.00 per day, twelve-thousand dollars, ($12,000.00). 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 Revised 10/14 1 oonuSign Envelope ID:20oF096 e1a2000E1E be required by Owner's Risk Manager oo such insurance requirements are described inthe Orange County Risk Transfer Policy and Orange County Minimum lnooronoo Coverage Requirements (000b document is incorporated herein by reference and may bo viewed at . If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required nnodk N/A oo being not oppliooblo). Provider shall not oonnnnonoo work until such insurance is in effect and oodiGoodon thereof has been received by the Owner's Risk Manager. 5. : The Provider ogr000 to defend, indemnify, and bold boonl000 Orange County from all losses, liabilities, oloinno, demands, suits, costs, damages or oxpon000 (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or doznogo 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. (i : This Agreement may bo toonino1od at any time bv mutual written ogroonnont of the parties orbv the County upon written notice to the Provider. 7' Entire Agreement and Signatures: The ponioo have rood this Agreement and agree to be bound by all of its toono, and further agree that it oonodb400 the complete and exclusive oto1onnont of the Agreement between the podioo onl000 and until modified in vrddng and signed by the parties. This Agreement together with any amendments or modifications may be ox000tod electronically. All electronic signatures affixed hereto evidence the intent of the 9onioo to comply with Article ||A and Article 40 of North Carolina General Stobdo Chapter 66. 8. : In determining the basic oond000 to be provided, should any documents be referenced in or attached to this Agreement, the toono herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9\ Governing Both parties agree that this Agreement shall bo governed bv the laws ofthe State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the {]ononU Court of Justice of North Carolina 0001od in Orange County, North Carolina. Provider shall o1 all times remain in compliance with all applicable local, oto1o, and federal laws, odoo, and regulations including but not limited to all anti-discrimination laws. 10. Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek damages with respect to any provision o[ or the podoononoo or non-performance o[ this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County,North Carolina. Dio agreed bvthe ponioo that no other 000d shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the 9onioo may agree to nonbinding mediation of any dispute prior to the bringing of such suit oraction. |i Non Appropriation: Provider acknowledges that County io ogovornmontol 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 toCounty immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. [SIGNATURE PAGE TO FOLLOW] Revised ucvo 2 DocuSign Envelope ID:20CF096F-CA74-409A-B90A-94B182005E1 E IN WITNESS WHEREOF, County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVIDER ned by: DocuSigned by: By: 5DOCUSIg 6VuLkAt. Clau mtysb-� By: � O&U—Tfff 1 B1 - r E7B5052B65BB443... 200 S. Cameron St. 105 Meadowlands Drive P.O. Box 8181 Hillsborough,NC 27278 Hillsborough,NC 27278 Revised 10/14 3