HomeMy WebLinkAbout2015-280-E Aging - Sarah Benedict wellness instructor DocuSign Envelope ID: 5C4F3E91-6CBB-4EE5-8507-23A674D21410
[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 Sarah Benedict (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: senior fitness classes twice weekly 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
three dollars per student per class or $4,000.00, ($4,000.00). 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
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DocuSign Envelope ID: 5C4F3E91-6CBB-4EE5-8507-23A674D21410
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 N/A (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]
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DocuSign Envelope ID: 5C4F3E91-6CBB-4EE5-8507-23A674D21410
IN WITNESS WHEREOF, County and the Provider have signed this Agreement, effective as of
the day first written above.
ORANGE . VZiTY PROVIDER
ocu igne y DocuSigned by:
By. j�jOV�,l�it �auxw�c V S By. 4
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A486ADA639C0459...
200 S. Cameron St. 302 Waterside Drive
P.O. Box 8181 Carrboro,NC 27510
Hillsborough,NC 27278
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DocuSign Envelope ID: 5C4F3E91-6CBB-4EE5-8507-23A674D21410
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Llo d' s Certificate
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This Insurance is effected with certain Underwriters at Lloyd's, j
London(not incorporated).
This Certificate is issued in accordance with the limited
authorization granted to the Correspondent by certa, Underwriters. at Lloyd's,
London whose names and the proportions underwritten by them can be
ascertained from the office of said Correspondent (such Underwriters being
hereinafter called "Underwriters") and in consideration of the premium
specified herein, Underwriters do hereby bind themselves each for his own
part, and not one for another, their heirs, executors and
administrators.
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The Assured is requested to read this certificate, and if not correct, Ir
return it immediately to the Correspondent for appropriate alteration.
In the event of a claim under this certificate, please notify the following
correspondent:
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Hays Affinity Solutions
A Member of Hays Companies
1025 Thomas Jefferson Street,NW t
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Suite 425W
Washington, DC 20007
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DocuSign Envelope ID: 5C4F3E91-6CBB-4EE5-8507-23A674D21410
Evidence of Insurance
For the Specified Members of the Allied Health Professionals Purchasing Group
THIS EVIDENCE OF INSURANCE IS ISSUED TO THE SPECIFIED MEMBER PURSUANT AND
SUBJECT TO THE MASTER POLICY ISSUED TO THE MASTER POLICYHOLDER. THIS
EVIDENCE OF INSURANCE IS NOT THE POLICY, BUT MUST BE READ TOGETHER WITH THE
MASTER POLICY, ANY ENDORSEMENTS ISSUED TO THE SPECIFIED MEMBER AND ANY
OTHER ATTACHMENTS, APPLICATIONS, OR ADDITIONS TO THIS EVIDENCE OF INSURANCE,
ALL OF WHICH SHALL FORM THE POLICY ISSUED TO THE SPECIFIED MEMBER BY CERTAIN
UNDERWRITERS AT LLOYD'S, LONDON AND COLLECTIVELY SET FORTH THE INSURANCE
COVERAGE AFFORDED.
This document is to notify the Specified Member named below that the following insurance has been
effected with certain Underwriters at Lloyd's, London (not incorporated) (the "Underwriters") for the
Period of Insurance specified below under the Master Policy specified below (the "Master Policy")
issued to the Master Policyholder.
The insurance is provided under the Master Policy and is in accordance with the terms of the Master
Policy, a copy of which is attached hereto. The Original Master Policy may be inspected at the offices
of the Master Policyholder. The respective names of and proportions underwritten by Underwriters
can be ascertained from the office of the Master Policyholder.
Previous#: New Business Auth Ref#: NA12HY05 Policy#: 1408YA006351
1. NAME AND ADDRESS OF THE SPECIFIED MEMBER
Salli Benedict
302 waterside drive, carrboro, NC, 27510
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2. PERIOD OF INSURANCE
EFFECTIVE FROM 08/06/2014 to 08/06/2015 both days at 12:01 a.m. standard time
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3. Insurance is effective with certain UNDERWRITERS AT LLOYD'S, LONDON—Percentage: 100%
4. Covered Allied Healthcare Profession: Registered Yoga Teacher(RYT), certified Ageless Grace Educator;
Masters in Public Health; Nia White Belt
5. LIMITS OF LIABILITY AND DEDUCTIBLE
A. Professional Liability: $ 1,000,000 Each Claim
$2,000,000 Aggregate for All Claims
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B. Other Specified Liability Coverages
1. General Liability: $ 1,000,000 Each Claim
$2,000,000 Aggregate for all Claims
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DocuSign Envelope ID: 5C4F3E91-6CBB-4EE5-8507-23A674D21410
2. Host Liquor Liability $25,000 Aggregate for all Bodily Injury and
Property Damage
3. Fire/Water Damage Legal Liability: $ 100,000 Each Claim
4. Medical Expense Payments: $2,500 All Medical Expenses for Each Person
$50,000 Aggregate for all Medical Expenses for
All Persons
5. Defendants Expense: $ 250 Each Day
$5,000 Aggregate for all Days
6. Deposition Fees and Expenses: $ 10,000 Each Deposition
$ 25,000 Aggregate for all Depositions
7. Damage to Property of Others: $500 All Damage to Property of Others
resulting from Each Occurrence
$5,000 Aggregate for all Damage to
Property of Others resulting from all
Occurrences
8. HIPAA/HITECH Fines and Penalties $5,000 Aggregate for all HIPAA/
HITECH Fines and Penalties
9. First Aid Expense $5,000 Aggregate for all First Aid Expense
10. Sexual Misconduct $50,000 Aggregate for all Sexual
Misconduct Incidents
11. Reimbursement for Uninsured Medical $ 2,500 Each Person ,
Expenses and Damage to the Insured's $5,000 Aggregate for all Claims
Personal Property Incurred due to Assault
12. License and Disciplinary Proceedings $5,000 Each Proceeding
$25,000 Aggregate for All Proceedings
13. Products/Completed Operations: $1,000,000 Each Claim
$2,000,000 Aggregate for all Claims
C. Aggregate Limit of Liability
for all Coverages set forth above: $2,000,000
6. DEDUCTIBLE: $0.00 Each Claim or Occurrence, including Damages and Claims Expenses
7. PREMIUM:$ 160.00 Surplus Lines Tax: $ 2.25% State Fee: $0.03%
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8. SPECIAL CONDITIONS
Wording: Allied Healthcare Professional Liability, General Liability and Other Specified Coverages
(Claims Made and Reported Basis)
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DocuSign Envelope ID: 5C4F3E91-6CBB-4EE5-8507-23A674D21410
9. NOTICE OF CLAIM, POTENTIAL CLAIM, OR OCCURRENCE
Notice of Claim required to be given to Underwriters pursuant to the Policy shall .be sent to the
following address:
Notice of Claim, Martin M. Ween, Esq.
Wilson, Elser, Moskowitz, Edelman & Dicker, LLP
Potential Claim, or 150 E.42nd Street
Occurrence: New York, New York 10017
.Copy to:
Hays Affinity Solutions
1025 Thomas Jefferson Street, NW, Suite 425W
Washington, DC 20007
10. Retroactive Date: 08/06/2014
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