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HomeMy WebLinkAbout2016-383 Aging - Nancy Dede Banks for wellness instructor N3 [Departmental[Departmental Use Only] TITLE Wellness Instructor FY 2016-17 ORANGE COUNTY CONTRACT UNDER$15,000.00 NORTH CAROLINA THIS AGREEMENT,made and entered into this 31 st day of July,2016, ("Effective Date")by and between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the "County"),party of the first part; and Nancy Dede Banks(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: therapeutic massage at the Seymour Center each Thursday The term of this agreement rendered shall be from July 31, 2016 to June 30,2017. 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. Pae: 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 six-thousand dollars, ($6,000). 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. 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 Revised 6/16 1 http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of 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 County's Risk Manager. 5. Indemni : 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 properly caused in whole or in part by any negligent or intentional act or omission on the part of the Provider, its agents, or assigns directly or indirectly related to the Services to be performed pursuant to this Agreement on the part of the Provider. 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 the Provider. 7. Entire Agreement and Signal: 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. 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 11A and Article 40 of North Carolina General Statute Chapter 66. 8. Priori 1y: In determining the basic services to be provided, should any documents be referenced in or attached to 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. 9. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. 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 Anti-Discrimination Policy. 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 defmition of breach to discrimination. By executing this Agreement Provider affirms that Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor,on the list created by the State Treasurer pursuant to G.S. 147-86.58. 10. Dispute Resolution: Any and all suits 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. 11. 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. Revised 6/16 2 [SIGNATURE PAGE TO FOLLOW] Revised 6/16 3 IN WITNESS WHEREOF,County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVIDER By: 'rj G -�'.. By: County Manager Title: . 200 S. Cameron St. Nancy Dede Banks P.O.Box 8181 747 Rock Rest Rd Hillsborough,NC 27278 Pittsboro,NC 27312 Revised 6/16 4 Certificate of Insurance Imp OCCURRENCE COVERAGE ABN[P 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#: APB ABMP-16_ `Allied Professionals Insurance Company,A Risk Retention Group,Inc. AN AL.AGGREGATE............................................... $6,000,000 LIABILITY LIMITS :(el,In er) t PER OCCURRENCE LIMIT........................................... $2,000,000 COMMERCIAL GENERAL LIABILITY - - i: PRODUCTSrbOMP/O..'. .............................................. Included : PROFESSIONAI IjAB±PTY........................................ Included GENERAL LIABILITY.. .............. Included FIRE LIABILITY L $100,000 To-v:4' s :information,contact ABMP. Tel:303-674-8478 Fax:303-674-0859 rift';'` This Policy is issued liyypt r.M, retention group. Your risk retention group may not be subject to all of the insurance laws and regulations of your State:,3fate n's,.iirance insolvency guaranty funds are not available for your risk retention group. Coverage is afforded to persons)n",:",d heremis Named Insureds according to the terrYls,and conditions of the Policy to which this Certificate refers. No other rights or,cti itiitions;•ezaept:as specifically stated herein;'are granted or inferred COVERAGES TMS IS TOCaRnPY•>ATTREPOrICYOPINsURANCELISTEOnsovsans HEW ISSUED TO ADDITIONAL INSURED: THEINSUREDNAMEDHELOW.THEINSU REOacmHDATELIMMHE WIVAPPiIES,ONLY TO (with hwepllondate) ELEIv1om OF COVERAGE OONTINUOUSLY IN PLACE SINCE THE 1NCEEmON OPT'HE NAMED INSUREO'SPOLiCY.CHANGES TO COVERAGEARE EFEECrIVEREMOAcTNII.Y ONLYTO THE DATETHE CHANGE WAS MADE.REPORTINYWrING-WITHIN98HOURSANY&ALL CLAIMS, ORINCIDPNTS THAT YOU BELIEVE MAY RESULTINACLA 4I,EVER WGROUNDLESS. Orange County Department of Aging May 01,2016 Tilts Certificate,along with the Policy to which it refers,is valid evidence of coverage extended to the Certiitateaoider listed below. 2551 Homestead Rd Chapel Hill,NC 27516 CERTIFICATE HOLDER Corerrrge is extended subject to all terms and conditions of thePoficy. (Active Registered Members are on file with the ABW Membership Director.) Member/Named Insured: Nancy Dede Banks Membership I.D.#: 836221 Member/Policy Term Active: May-01-2016 Member/policy Term Expires: Apr-30-2017 Total Member COSH.. $ 199 "AHUP=1 �°°�'°g ° Authorized Representative CANCELLATION:Should any of the above described policies be cancelled before the expiration date thereof the issuing company will endeavor to mail 10 days written notice fbr non-payment or 90 days written notice for any other reason to the certificate holder named above,but failure to mail such notice shall impose no obligation or liability ofany kind upon the company,its agents or representatives.