HomeMy WebLinkAbout2015-346-E Aging - Functional Fitness, LLC for wellness instructor $12,000 DocuSign Envelope ID: 11 F3F293-1 DBD-4644-BD53-4A0AFE6D1 54F
[Departmental Use Only]
TITLE Wellness Instructor
FY 2015-16
ORANGE COUNTY
CONTRACT UNDER $15,000.00
NORTH CAROLINA
THIS AGREEMENT, made and entered into this 1st day of July, 2015, ("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 Functional Fitness, LLC (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: four Strength Training classes per week at the Seymour Center
The term of this agreement rendered shall be from July 1, 2015 to June 30,2016.
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. Pam: 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
80% of total student fees collected or twelve-thousand dollars , ($12,000.00). 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 Owner'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 10/14 1
DocuSign Envelope ID: 11 F3F293-1 DBD-4644-BD53-4A0AFE6D1 54F
incorporated herein by reference and may be viewed at htlp://orangecounlync.gov/purchasing/contracts.as])
If Owner'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 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 and Signatures: 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 I IA 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 herein shall have priority in any conflict between the
terms of referenced documents and the terms of this Agreement.
9. Governing Law:aw: 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.
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.
[SIGNATURE PAGE TO FOLLOW]
Revised 10/14 2
DocuSign Envelope ID: 11 F3F293-1 DBD-4644-BD53-4A0AFE6D1 54F
IN WITNESS WHEREOF, County and the Provider have signed this Agreement, effective as of
the day first written above.
ORANGE CPLJATY PR Y: 0 9ned by:
By: 6VUkA'f, ( aMmtysb-� By
Coy un an ge'r'
200 S. Cameron St. 5311 Beaumont Drive
P.O. Box 8181 Durham,NC 27707
Hillsborough,NC 27278
Revised 10/14 3
DocuSign Envelope ID: 11F3F293-1DBD-4644-BD53-4A0AFE6D154F
ACORD, CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYM
05/28/2014
HIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
°.RTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
S CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS), AUTHORIZED
. iPRESENTATIVE 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 FAX(A/C,No): 1-260-459-5590
1712 Magnavox Way E-MAIL ADDRESS: info @fitnessinsurance-kk.com
Fort Wayne IN 46804
NSURED 10042626 CP#1569 INSURER(S)AFFORDING COVERAGE NAIC 11
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 OF
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 MMIDD MM/DO
A X COMMERCIAL GENERAL LIABILITY 6BRPG0000005361800 08/21113 08/21/14 EACH OCCURRENCE $1,000,000
CLAIMS-MADE ❑OCCUR 12:01 AM 12:01 AM DAMAGE RENTED $300,000
PREMISES S(Ea occurrence
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 ❑PROJECT ❑LOC
PRODUCTS-COMP/OP AGG $1,000,000
OTHER
PROFESSIONAL LIABILITY $1,000,000
LEGAL LAB TO PARTICIPANTS $1,000,000
AUTOMOBILE LIABILITY 6BRPG0000005361800 08121/13 08121/14 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
AUTOS (Per act)
d nDAMAGE
X Not provided while in Hawaii
UMBRELLA LIAB OCCUR EACH OCCURRENCE
EXCESS LIAB CLAIMS-MADE AGGREGATE
DIED RETENTION
WORKERS COMPENSATION PER OTHER
AND EMPLOYERS'LIABILITY YIN STATUTE
ANY PROPRIETOR/PARTNER/ E.L.EACH ACCIDENT
EXECUTIVE OFFICER/MEMBER
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 OF OPERATIONS I LOCATIONS—/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space 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 A,
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
F
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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(2014/01) @ 1988-2014 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
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