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HomeMy WebLinkAbout2014-244 Aging - Functional Fitness LLC for strength training classes $5,000 oZv�y yy [Departmental Use Only TITLE ORANGE COUNTY FY NORTH CAROLINA CONTRACT UNDER$15,000.00 THIS AGREEMENT, made and entered into this in day of 1M, 20 ("Effective Date") by and between Orange County, North Carolina, a body politic and corporate organized under the laws of the State of North Carolina, (the "County"),party of the first part; and IffilliffAINJIM,(the "Provider"), party of the second part; WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement,time being of the essence: The services and/or materials (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: The term of this agreement rendered shall be from a=to g, Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities,mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement,without the prior written approval of the County. SPECIFIC TERMS 1. Payment: The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed Uft � ($JIM. 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 Provider, 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, Professional Liability 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 Revised 9/13 •' a Coverage Requirements (each document is incorporated herein by reference and may be viewed at http:// oranL-ecog=nc.2gy/4urchasing/contracts ash). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of la (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 Owner's Risk Manager. 5. Indemnity: 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 property caused in whole or in part by any negligent or intentional act or omission 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. 7. Entire Agreement: 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. 8. Priori : In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms herein 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. 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. 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. Pursuant to the terms of North Carolina General Statute 153A-449(b) no county may enter into a contract with a contractor unless the contractor and the contractor's subcontractors comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Provider's breach of this Agreement. By executing this Agreement Provider affirms Provider is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 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. [SIGNATURE PAGE TO FOLLOW] Revised 9/13 IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE CO NT PROVIDER I d By: By: C anager Title ©u-t'P�, 200 . Cameron St. P.O.Box 8181 Hillsborough,NC 27278 A, This instrument has been approved as to technical content. �L Depart t Director This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. 0 A , / . oThin the Chief Financial Officer me ha een appro ved as to form and legal sufficiency. the Co ty Attorne Revised 9/13 ACORD, CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 05/28/2014 HIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. HIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS), AUTHORIZE REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Mass Merchandising K&K Insurance Group,Inc. PHONE(A/C,No.Ext): 1-800-506-4856 IFAX(A/C,No): 1-260-459-5590 1712 Magnavox Way f°°- E-MAIL ADDRESS: info@fitnessinsurance-kk.com Fort Wayne IN 46804 INSURED 10042626 CP#1569 INSURER(S)AFFORDING COVERAGE NAIC# Functional Fitness,LLC INSURER A: Nationwide Mutual Insurance Company 23787 05 Eastowne Dr.,Suite C INSURER B: Chapel Hill,NC 27514 INSURER C: Member of the Sports,Leisure&Entertainment RPG INSURER D: COVERAGES CERTIFICATE NUMBER:2000148082 REVISION NUMBER: HIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS O SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY 6BRPG0000005361800 08/21/13 08/21/14 EACH OCCURRENCE $1,000,000 CLAIMS-MADE ❑X PREMISES Ea occurrence OCCUR 12:01 AM 12:01 AM DAMAGE TO RENTED $300,000 PRE MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $5,000,000 POLICY 7PROJECT F]LOC PRODUCTS-COMP/OP AGG OTHER $1,000,000 PROFESSIONAL LIABILITY $1,000,000 LEGAL LIAB TO PARTICIPANTS $1,000,000 A AUTOMOBILE LIABILITY 6BRPG0000005361800 08/21/13 08/21/14 COMBINED SINGLE LIMIT 12:01 A.M. 12:01 A.M. Ea Accident $1,000,000 ANY AUTO BODILY INJURY(Per person) ALL OWNED AUTOS SCHEDULED BODILY INJURY(Per accident) AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE AUTOS Per accident X Not provided while in Hawaii UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE AGGREGATE DED RETENTION WORKERS COMPENSATION PER OTHER AND EMPLOYERS'LIABILITY YIN STATUTE ANY PROPRIETOR/PARTNER/ n EXECUTIVE OFFICER/MEMBER -J E.L.EACH ACCIDENT EXCLUDED. N/A E.L.DISEASE-EA EMPLOYEE (Mandatory in NH) If yes,describe under DESCRIPTION OF OPERATIONS E.L.DISEASE-POLICY LIMIT below MEDICAL PAYMENTS FOR PARTICIPANTS PRIMARY MEDICAL ' EXCESS MEDICAL DESCRIPTION O OPERATIONS/LOCATIONS I VEHICLES space Is 101,Additional Remarks Schedule,may be attached if more spa is required) Location#1:605 Eastowne Dr.,Suite C,Chapel Hill,NC 27514 Facility Square Footage:2,375 On-site&Off-site coverage Professional liability is not provided for independent instructors. **This certificate voids and replaces certificate#2000112764** CERTIFICATE HOLDER CANCELLATION Evidence of Coverage SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE �r Coverage is only extended to U.S.events and activities. **NOTICE TO TEXAS INSUREDS:The Insurer for the purchasing group may not be subject to all the insurance laws and regulations of the State of Texas. ACORD 25(2014101) ©1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD