HomeMy WebLinkAbout20130185.tiffAGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made by and between the County of Weld, State of Colorado,
whose address is 1150 "0" Street, Greeley, Colorado, 80631 ("County"), and Angie Noe whose
address is 5513 W. 1s' Street, Greeley, CO 80634, ("Contractor").
WHEREAS, County desires to retain Contractor as an independent contractor to perform
services as more particularly set forth below; and
WHEREAS, Contractor has the time available to timely perform the services, and is
willing to perform the services according to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. Engagement of Contractor. County hereby retains Contractor, and Contractor
hereby accepts engagement by County upon the terms and conditions set forth in this Agreement.
2. Term. The term of this Agreement shall be from January 1, 2013, through and until
December 31, 2013.
3. Services to Be Performed. Contractor agrees to provide Services for County which
include the teaching of yoga and relaxation techniques to Weld County employees who choose
to participate in and personally pay for such classes. A description of the Services is provided
in Exhibit A, (Contractor's proposal entitled "Proposal for Yoga/Relaxation Classes for Weld
County Employees"), a copy of which is attached hereto and incorporated herein. The classes
subject to this Agreement shall be taught in a Weld County facility designated by County.
4. Compensation.
a. County agrees that Contractor will be paid for services performed as set
forth on Exhibit A at the rate set forth therein. Specifically, Weld County employees who
register for the classes taught by Contractor will submit personal checks made payable
to "Angie Noe" to the Contractor. The Weld County representative shall, in turn, provide
the list of registrants to the Contractor. Contractor's charges shall be based solely on the
fee schedule described in Exhibit A.
b. No expenses incurred by Contractor as a result of this Agreement shall be
subject to reimbursement by County or by the Weld County employees who register for
Contractor's classes.
c. Weld County will make no other payment to Contractor other than that set
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5. Additional Work. In the event the County shall require changes in the scope,
character, or complexity of the work to be performed, and said changes cause an increase
or decrease in the time required or the costs to the Contractor for performance, an equitable
adjustment in fees and completion time shall be negotiated between the parties and this
Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the
Contractor for adjustment hereunder must be made in writing prior to performance of any work
covered in the anticipated supplemental Agreement. Any change in work made without such
prior supplemental Agreement shall be deemed covered in the compensation and time provisions
of this Agreement.
6. Independent Contractor. Contractor agrees that Contractor is an independent
contractor and that neither Contractor nor Contractor's agents or employees are, or shall be
deemed to be, agents or employees of the County for any purpose. Contractor shall have
no authorization, express or implied, to bind the County to any agreement, liability, or
understanding. The parties agree that Contractor will not become an employee of County, and
further agree that Contractor shall not be entitled to any employee benefits from County as a
result of the execution of this Agreement.
7. Warranty. Contractor warrants that services performed under this Agreement will
be performed in a manner consistent with the professional standards governing such services and
the provisions of this Agreement.
8. Reports County Property. All reports, test results and all other tangible materials
produced in connection with the performance of this Agreement, whether or not such materials
are in completed form, shall at all times be considered the property of the County. Contractor
shall not make use of such material for purposes other than in connection with this Agreement
without prior written approval of County.
9. Acceptance Not a Waiver. Acceptance by the County of, or payment for, any
services performed under this Agreement shall not be construed as a waiver of any of the
County's rights under this Agreement or under the law generally.
10. Insurance and Indemnification. Contractor shall defend and indemnify County,
its officers and agents, from and against loss or liability arising from Contractor's acts, errors
or omissions in seeking to perform its obligations under this Agreement. Contractor's duty to
defend and indemnify shall extend to any injuries sustained by a registrant as a result of the
registrant's participation in a class conducted by contractor. Contractor may require registrants
to execute waivers of personal liability, and/or may require a physician's release before
allowing them to participate in the classes described herein. In addition, Contractor shall provide
necessary workers' compensation insurance at Contractor's own cost and expense.
11. Termination. Either party may terminate this Agreement at any time by providing
the other party with a 10 day written notice prior to the expiration of a four (4) week class
session taught by Contractor. In addition, this Agreement may be terminated at any time without
notice upon a material breach of the terms of the Agreement.
12. Non -Assignment. Contractor may not assign or transfer this Agreement, any
interest therein or claim thereunder, without the prior written approval of County.
13. Time of Essence. Time is of the essence in each and all of the provisions of this
Agreement.
14. Interruptions. Neither party to this Agreement shall be liable to the other for delays
in delivery or failure to deliver or otherwise to perform any obligation under this Agreement,
where such failure is due to any cause beyond its reasonable control, including but not limited to
Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions.
15. Notices. Any notice required to be given under this Agreement shall be in writing
and shall be mailed or delivered to the other party at that party's address as stated above.
16. Compliance. This Agreement and the provision of services hereunder shall be
subject to the laws of Colorado and be in accordance with the policies, procedures, and practices
of County.
17. Non -Exclusive Agreement. This Agreement is nonexclusive and County may
engage or use other contractors or persons to perform services of the same or similar nature.
18. Certification. Contractor certifies that Contractor is not an illegal immigrant, and
further, Contractor represents, warrants, and agrees that it has verified that Contractor does not
employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant, employs
illegal aliens or subcontracts with illegal aliens, County can terminate this Agreement and
Contractor may be held liable for damages.
19. Entire Agreement/Modifications. This Agreement contains the entire agreement
between the parties with respect to the subject matter contained in this Agreement. This
instrument supersedes all prior negotiation, representation, and understanding or agreements with
respect to the subject matter contained in this Agreement. This Agreement may be changed or
supplemented only by a written instrument signed by both parties.
20. No Funding Obligation. No portion of this Agreement shall be deemed to create an
obligation on the part of County to expend funds; all payments to Contractor shall come directly
from individual class participants.
21. No Conflict. No employee of Contractor nor any member of Contractor's family
shall serve on a County Board, committee or hold any such position which either by rule,
practice or action nominates, recommends, supervises Contractor's operations, or authorizes
funding to Contractor.
22. Severability. If any term or condition of this Agreement shall be held to be invalid,
illegal, or unenforceable, this Agreement shall be construed and enforced without such provision,
to the extent that this Agreement is then capable of execution within the original intent of the
parties.
23. Governmental Immunity. No portion of this Agreement shall be deemed to
constitute a waiver of any immunities the parties or their officers or employees may possess.
24. No Third Party Beneficiary. It is expressly understood and agreed that the
enforcement of the terms and conditions of this Agreement, and all rights of action relating
to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this
Agreement shall give or allow any claim or right of action whatsoever by any other person
not included in this Agreement. It is the express intention of the undersigned parties that any
individual or entity, other than the undersigned parties receiving services or benefits under this
Agreement, shall be an incidental beneficiary only.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year written below.
CONTRACTOR:
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By: LA
Angie NoeAAir
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CLERK TO THE B
By:
Deputy Clerk t the Board
BOARD OF COUNTY
COMMISSIONERSOF WELD COUNTY
illiam F Garcia, Chairman
JAN 1 4 2013
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EXHIBIT A: SERVICES:
Angie Noe - CYT, E-RYT, AFAA Trainer
Discover a new way to Iive...the healthy way.
Mind, Body and Soul
970 388-3351, basicfitnesstraining@gmail.com
PROPOSAL FOR YOGA/RELAXATION CLASSES
FOR WELD COUNTY EMPLOYEES
Name of Class: Beginning Yoga with Relaxation
Description: If you wanted to experience yoga this is a class for you. You will learn
correct yoga poses and techniques that lay a foundation for your yoga practice. You will
learn proper breathing techniques, experience improved health and be relaxed and
rejuvenated for the remainder of your day.
Instructor: Angie Noe (credentials attached)
Dates: Classes to begin on dates mutually agreed upon between instructor and Weld
County.
Tuesdays at 12:00 p.m.- 1:00 p.m.
Sessions would be 4 weeks in length (pro -rated for holidays)
Snow days or closures would be made up and in accordance to availability of
instructor.
Course Requirements:
Pre -Registration with payment due one week prior to start of class
Consent form and medical form required and on file with instructor
Instructor would take attendance.
Minimum # participants: 5
Maximum # participants: 15
Participants bring own equipment (mat, blocks, straps — strongly encouraged)
Costs:
Participants:
$28.00/session 4 weeks
($7/class = to Rec ctr. fee)
Weld County:
Staff to administer registration / logistics
Benefits of Yoga: strength building, decreasing/managing stress, anxiety, or depression,
increases in flexibility, energy, balance, metabolism, breath capacity. improved
cardiovascular function and limitations due to injuries, focus of the mind, and promoting
overall health.
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