HomeMy WebLinkAbout2017-338-E Aging - Martha Broda for wellness instructor DocuSign Envelope ID:4F5BB1 FB-3D07-4404-943F-42364864E179
[Departmental Use Only]
TITLE Wellness Instructor
FY 2017-18
ORANGE COUNTY
CONTRACT UNDER $15,000.00
NORTH CAROLINA
THIS AGREEMENT, made and entered into this first day of July, 2017, ("Effective Date")by and
between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the
"County"),party of the first part; and Martha Broda(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: weekly NIA (Neuromuscular Integrative Action) classes at the
Seymour Center
The term of this agreement rendered shall be from July 1, 2017 to June 30, 2018.
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 the lesser of
$40.00 per class or two-thousand dollars, ($2,000). 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
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DocuSign Envelope ID:4F5BB1 FB-3D07-4404-943F-42364864E179
incorporated herein by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing division/contra cts.php). If County'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
County'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, its agents, or assigns directly or indirectly related to the Services to be performed
pursuant to this Agreement 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. County may suspend this Agreement upon
reasonable 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 consent of the Parties to utilize electronic signatures and the intent of
the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66.
8. Priority: In determining the basic services to be provided, should any documents be
referenced in or attached to this Agreement, the terms of this Agreement 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. 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.orangecountync.gov/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 affirms that Provider is and
shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By
executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the
services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58.
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
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DocuSign Envelope ID:4F5BB1 FB-3D07-4404-943F-42364864E179
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]
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DocuSign Envelope ID:4F5BB1 FB-3D07-4404-943F-42364864E179
IN WITNESS WHEREOF,County and the Provider have signed this Agreement, effective as of
the day first written above.
ORANGE COUNTY PROVIDER
, ---DocuSigned by: r--DocuSigned by:
By: I A/Ut, t'amottt..rstu By: ax...._
n4an Title: �`-3B920583750C452...
200 S. Cameron St. Martha Broda
P.O. Box 8181 1388 Manns Chapel Road
Hillsborough,NC 27278 Pittsboro, NC 27312
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DocuSi.n Envelope ID:4F5BB1FB-3D07-4404-943F-42364864E179 _ _vvv •j ova.+, „,„ vv
A Member of Philadelphia Insurance Companies
algrOlb Tel: 877-438-7459 • Fax: 866-847-4046 • CA License#0377645 - µ
Name: Martha Broda Account#: 80955720
Address: 1388 Manns Chapel Rd Expiring Policy#: PHPK1071271-003
Pittsboro, NC 27312-7030 Renewal Date: 08/05/2017
Policy Type: General and Professional Liability
Policy Limits: $1,000,000/$3,000,000
Total Balance Due*: $172.00
Total charge includes insurance premium, applicable taxes, and a $50 Risk Purchasing Group administration fee
that is fully earned and non-refundable. If you have made changes to your operations, such as producing videos,
leasing or purchasing a facility, or hiring employees, please call customer service for a revised premium.
This payment notice is being sent thirty (30) days prior to the expiration of your current policy. Your policy has
been automatically renewed and issued and is enclosed. If payment is not received by your policy expiration date,
your renewal will be automatically canceled. Available payment options are below.
Questions? Please call customer service 877-438-7459
If payment has already been made, please disregard this notice. If you do not wish to renew your current coverage,
please send an email to service , shly.c;orn specifying the insured name and address, policy number, policy term,
effective date of cancellation and reason for cancellation. If this is brokered business please contact your agent to
cancel.
Please note the following payment options for renewal of your insurance coverage:
1. You can renew via Visa or MasterCard on-line at ww fitnessandwellness corn by contacting our
customer service department at 877-438-7459.
2. You can renew via check made payable to Fitness and Wellness Insurance by mailing your
payment notice and check to:
Fitness and Wellness Insurance
P.O. Box 70251
Philadelphia, PA 19176-0251
Note: If you have a landlord, facility owner, or other party to be listed as an additional insured,
please attach a list including name and mailing address.
All correspondence should be sent to:
Philadelphia Insurance Companies
Attention: Customer Service
One Bala Plaza, Suite 100
Bala Cynwyd, PA 19004
Please detach here
Fitness and Wellness Insurance
If you are an IDEA member and your membership has lapsed, please go to www.ideafit.com to activate
your membership prior to making payment.
Membership#: Membership Expiration Date:
Phone: Email:
Name: Martha Broda
Account#: 80955720
Expiring Policy#: PHPK1071271-003
Expiration Date: 08/05/2017
Total Balance Due: $172.00