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HomeMy WebLinkAbout2015-327-E DEAPR - U.S. Tae Kwon Do Center, Inc. for tae kwon do instruction $15,690 DocuSign Envelope ID: EEDCD3FB-CO27-4E00-8COB-02929E8F4COB [Departmental Use Only] TITLE Tae Kwon Do FY 2015-2016 NORTH CAROLINA SERVICES AGREEMENT UNDER$90,000.00 ORANGE COUNTY This Services Agreement (Hereinafter "Agreement"), made and entered into this Ist day of Jelly, 2015, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") and Steve Kim aka, U.S. Tae Kwon Do Center, Inc. , (hereinafter, the "Provider"). WI`I`NESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Rork. i) This Agreement is for services to be rendered by Provider to County with respect to (insert l ape of 1)rojecl): Tac Kwon Do Classes and Tae Kwon Do Camp Instruction ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and frilly capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided, The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional Revised 10114 1 DocuSign Envelope ID: EEDCD3FB-CO27-4E00-8COB-02929E8F4COB quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns 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. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship, iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be t11e sole obligation and responsibility of the Provider. v) Provider agrees that Provider, its employees, agents and its subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of Provider's services under this Agreement. vi) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider r'epr'esents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vii) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3. Basic Sci-vices a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (firlly describe services to be provided): Youth Tae Kwon Do and Family Tae Kwon Do Classes (70% of Revenue); Youth Spring Break Camp and Youth Summer Camps ($10 per registered participant per day.) 4. Duration of Sci-vices a. Term. The term of this Agreement shall be from July 7, 2015 to June 30, 2016. Revised 10114 2 DocuSign Envelope ID: EEDCD3FB-CO27-4E00-8COB-02929E8F4COB b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Conunencement Date for the Provider's Basic Services shall be .Tune 30, 2016. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation clue the Provider from the County for all services under this Agreement except for any authorized Reimbursable Expenses which are defined herein. The maximum amount payable for Basic Services shall not exceed fifteen thousand, six hundred and ninety Dollars ($15,690.00). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes, In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County Wray, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Molly Fitzsimons, Recreation Manager) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Conunissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Conunercial 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 Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated Revised 10114 3 DocuSign Envelope ID: EEDCD3FB-CO27-4E00-8COB-02929E8F4COB therein by reference and may be viewed at lhtti)://oran eg cotintync.gov/ptireliasing/cotitracts,asp). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not coninwncce work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 8. Indemnity a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to tike Project and arising from bodily injury including death or property damage to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County, It is tlhe intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreenhent a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the Count . This Agreenhent may be terminated without cause by the County and for its convenience upon seven (7) days' prior written notice to the Provider. b. Other Termination, The Provider may terminate this Agreement based upon the County's material breach of this Agreement-, provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c, Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or ornissions of the Provider. ii) Should this Agreenhent be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any surns by the County under this Agreement or tlhe failure of the County to require compliance by the Provider with any provisions of this Agreement Revised 10114 4 DocuSign Envelope ID: EEDCD3FB-CO27-4E00-8COB-02929E8F4COB or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 11. Additional Provisions a. Limitation and Assi rrinent. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the ditties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. c. Compliance with Laws. 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 anti-discrimination laws. d. Dispute Resolution. Any and all snits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product, Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the Mi. risk of the County. h. 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 Revised 10114 5 DocuSign Envelope ID: EEDCD3FB-CO27-4E00-8COB-02929E8F4COB County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County inunediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circuinvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. i. Signatures. This Agreement together with any amendments or modifications n-tay be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article I I and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name Attention:Chris Sousa U.S. Tae Kwon Do Center P.O. Box 8181 15201 Rose Garden Lane Hillsborough,NC 27278 Durham NC 27707 [SIGNATURE PAGE TO FOLLOW] Revised 10114 6 DocuSign Envelope ID: EEDCD3FB-CO27-4E00-8COB-02929E8F4COB IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: DocuSigned by: DocuSigned by: By: 0637994B755E477... By: EE9E4A17DB0142A... County Manager Steve Kim, Tae Kwon Do Instructor Printed Alcu re and'Title Revised 10114 7 DocuSign Envelope ID: EEDCD3FB-CO27-4E00-8COB-02929E8F4COB DATE(MM/DOPIYYYY] CERTIFICATE Or LIABILITY INSURANCE PRODUCER THIS CERTIFICATION IS ISSUED AS A MATTER OF INFORMATION t�rg�rxlnrunnceAge ry,lrc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 27301 PJirta R¢al Site 7i0 HOLDER. THIS CERTIFICATE ODES NOT AMMEND, EXTEND OR N1'SS'm 55e;o,fA97s91• - ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, R77.-038.7;59 INSURERS AFFORDING COVERAGE, NRIC B INSURED 1ti5UAFR A:Ph'fadc'PNaledem�i iasvrsnte CnT an 1&1S9 Sitar khn INSURER S: dF3:US Y7e Ktaon Do Cente,,int- IN SUA£RC: TS20I Botx Garden In IN SURER O: ,,..ha m,TIC 277D7-EE00 INSURf0.E: COVERAGES TILE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE tNSUREO NAMED ABOVE FORTH€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 IS SUB)€CT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR AO WC POTICYEEFECAvE POLICYaFiRAYION LTR 11690 'TYPE OfINSURANCE POLICY NUMBER DATE(W.4jDDJ1)YY) DATEP%W/ODJYe LIMITS A % GENERAL tMILITY P!I?z439TP.3-0,5 63IOSJT015 OFJOSITOIS EACHOCCUAEHCE S1,DM.00d DANAGE To 13EUILOT % COS1FAtA0At6j2jERALUA811NY F E1AE$Ito ocarr me $L T'FL.11ATk1S).4AOE 1 OCCOA MEDW(A eolar4non)FE5519.1M VAiTUTY PERSONALBANT'TIUAY SISO)MO GENERALAGGREGATE $3100.000 6011AWk9 GATEiU.11TAFFUESFIR: ERODUCTS—COMPIO?AGG $T,C00,0Y3 X FOuq PAOI(a LOC AUTOMOBILE LIASIUTY C41,l81 II(O SINGLE 11 v IT �. 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