HomeMy WebLinkAbout20143868.tiff AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made by and between the County of Weld, State of Colorado, whose
address is 1 150 "O" 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 , 2015, through and until
December 31 , 2015 .
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 forth
in paragraph 4.a. above.
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2014-3868
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.
I I. 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.
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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
lays 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.
I9. Entire Agreement/Modifications. This Agreement contains the entire agreement bem ccn
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
indk idual class participants.
21. No Conflict. No employee of Contractor nor any member of Contractor's himily 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. Sexeability. If any term or condition of this Agreement shall he 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 he
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 he an incidental beneficiary only.
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IN WITNESS WI IEREOF, the parties have executed this Agreement as of the date and year
written below.
CONIR 'FOR:
By: ilkq Of 4
Angie Noe ��� �/
Title: T` — La T I J
ATTEST: C/ G• 4;44, ':
I3OARD OF COUNTY COMMISSIONERS
Weld C ty Clerk to the Bo 1'v ' 'l:) \ WELD COUNTY, COLORADO
BY: nv (ta m QV—
Deputy CI k to the Bikird ','Cr yfi ouglasademacher, Chair DEC 1 6 2014
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APPROVED AS TO FUNDING APPRO D AS T . UBS"'ANCE:
Controller Elected Official..r Department Head
PROVED AS TO FORM: iu AP /'
4 Director of General Services
County Attorney
EXHIBIT A: SERVICES:
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EXHIBIT A: SERVICES:
Angie Noe - CYT, E-RYT, AFAA Trainer
Discover a new way to live...the healthy way.
Y
Mind Body and Soul
970 388-3351, basicfitnesstraining@gmall.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 1200 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: Weld County.
$28.00/session 4 weeks Staff to administer registration /logistics
($7/class = to Rec ctr. fee)
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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