HomeMy WebLinkAbout2019-367-E Aging - Toni Shaw wellness instructor DocuSign Envelope ID: EOB46BO9-A38F-4D11-9D82-B9AD1A524F7A
[Departmental Use Only]
TITLE Wellness Instructor
FY 2019-20
ORANGE COUNTY
CONTRACT UNDER$5,000.00
NORTH CAROLINA
THIS AGREEMENT, made and entered into this first day of July, 2019, ("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
The term of this agreement rendered shall be from July 1, 2019 to June 30,2020.
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 two-
thousand dollars, ($49.50 per hour). 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
Revised 12/18 1
DocuSign Envelope ID: EOB46BO9-A38F-4D11-9D82-B9AD1A524F7A
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 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. 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:ate: 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 ecountyne. 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
such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County,
North Carolina.
Revised 12/18 2
DocuSign Envelope ID: EOB46BO9-A38F-4D11-9D82-B9AD1A524F7A
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.
ORANGE COUNTY PROVIDER
Docu5igned by: Docu5igned by:
By: �cUn.iGt, �+��,_r By: 1 to Sf "
D B7E96201BF454FA.. Tltl A2EC7763COCA402.
200 S. Cameron St. Toni Shaw
P.O. Box 8181 3049 Bermuda Bay Lane,#101
Hillsborough,NC 27278 Mebane,NC 27302
Revised 12/18 3
s
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DocuSign Envelope ID: EOB46BO9-A38F-4Dll-9D82-B9AD1A524F7A 1
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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 AGENTIBROKER
Golden,CO 8(7441
Allied Professionals Insurance Services
ISSUED BY:
POLICY#: API-ABMP-18 Allied Professionals Insurance Company,A
Risk Retention.Group,Inc.
LIABILITY LIMITS ANNUAL AGGREGATE............................................... $6,000,000
(per rnember)
PER OCCURRENCE LIMIT........................................... $2,000,000
COMMERCIAL GENERAL LIABILITY
PRODUCTS-COMPIOP.................................................. 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,subject to limitation by any applicable state licensing laws. No other rights or conditions,except as specifically stated
herein,are granted or inferred.
COVERAGES
THIS IS TO CERTIFY THAT THE POLICY OF rNSURANCE LISTED ABOVE HAS BEEN ISSUED TO ADDITIONAL INSURED:THE INSURED NAMED BELOIV.THE INSURED ACTIVE DATE LISTED BELOW APPLIES ONLY TO (with inception dale)
ELPMENTS OF COVERAGE CONTINUOUSLY IN PLACE StNCETHE INCRPTION OF THE NAMED
INSURW5 POLICY.CHANGES TO COVERAGE ARE EFFECTIVE RETROACTIVELY ONLY TO THE
DATE TI IE CHANGE WAS MADV.REPORT IN WRITING WITHIN 98 IIDURS ANY&ALI,CLAIMS, Coverage is extended srrbfed to all terms and cowidans ofthe Policy.
OR INCIDENTS THAT YOU BELIEVE.MAY RESULT rN A CLAIM,EVEN IF GROHNnLESS.
This Cerd Reole,along with thr Put icy to whieh it re rers,is valid evidence or Coverage extended to the
Cerlincale Holder listed below,
CERTIFICATE HOLDER
(Arlive Registered Members are oil file with the ABMP Membership Director.)
Member/Named Insured: Toni C. Shaw
Membership I.D.#: 961961
Member/PolicyTerm Active: Oct-12-2018
Member/Policy Term Expires: Oct-11-2019
Total Member Cost: $ 199 (ABMP Membership,including
Member Liability Covempe)
Authorized Representative
CANCELLATION:Should any of the above described policies be cancelled beforo[lie
expiration date thereof,the issuing company will endeavor to mail iO days written notice for
non-payment or 90 daya written notice for any other reason to the certificale holder named
abwo,but failure to mail such nolim shall impose no obligalion or liability of any kind upon the
company,its agents or representatives.
DocuSign Envelope ID: EOB46BO9-A38F-4D11-9D82-B9AD1A524F7A Page 2 Q 2
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