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HomeMy WebLinkAbout2016-347-E Aging - Salli Benedict for wellness instructor DocuSign Envelope ID:44D3F690-D090-4903-811 B-EB71 F909E5BC [Departmental Use Only] TITLE Wellness Instructor FY 2016-17 ORANGE COUNTY CONTRACT UNDER$15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 1st day of July, 2016, ("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 Salli 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, 2016 to June 30, 2017. 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 $3.00 per participant or three-thousand, five-hundred dollars, ($3,500). 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 incorporated herein by reference and may be viewed at Revised 6/16 1 DocuSign Envelope ID:44D3F690-D090-4903-811 B-EB71 F909E5BC http://www.orangecountync.gov/departments/purchasing division/contracts.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 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 Anti-Discrimination Policy. 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 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. Revised 6/16 2 DocuSign Envelope ID:44D3F690-D090-4903-811 B-EB71 F909E5BC [SIGNATURE PAGE TO FOLLOW] Revised 6/16 3 DocuSign Envelope ID:44D3F690-D090-4903-811 B-EB71 F909E5BC IN WITNESS WHEREOF, County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVIDER DocuSigned by: e. —DocuSigned by: azi By: fitlA,ln,it, kumm estti By: -VP-'44- 9'., er T1t1e. A486ADA639C0459... 200 S. Cameron St. Salli Benedict P.O. Box 8181 302 Waterside Drive Hillsborough,NC 27278 Carrboro,NC 27510 Revised 6/16 4 DocuSign Envelope ID:44D3F690-D090-4903-811B-EB71F909E5BC ) r i E Itt tr1;.r/,i� Lloyd' s This Insurance is effected with certain Underwriters at Lloyd's, London(not incorporated). This Certificate is issued in accordance with the limited authorization granted to the Correspondent by certain 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 bind herein, Underwriters do hereby b nd themselves each for his own part, and not one for another, their heirs, executors and administrators. The Assured is requested to read this certificate, and if not correct, return it immediately to the Correspondent for appropriate alteration. In the event of a claim under this certificate, please notify the following correspondent: 4i Hays Affinity Solutions A Member of Hays Companies 1025 Thomas Jefferson Street, NW Suite 425W Washington, DC 20007 Page 1 of 7 DocuSign Envelope ID:44D3F690-D090-4903-811 B-EB71 F909E5BC 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#: 1408YA006351 Auth Ref#: NA12HY05 Policy#: 1508YA006351 I � 1. NAME AND ADDRESS OF THE SPECIFIED MEMBER Sail Benedict 302 waterside drive, carrboro, NC, 27510 2. PERIOD OF INSURANCE EFFECTIVE FROM 08/06/2015 to 08/06/2016 both days at 12:01 a.m. standard time 3. Insurance is effective with certain UNDERWRITERS AT LLOYD'S, LONDON—Percentage: 100% 4.Covered Allied Healthcare Profession: Registered Yoga Teacher(RYT), senior fitness 5. LIMITS OF LIABILITY AND DEDUCTIBLE A. Professional Liability: $ 1,000,000 Each Claim $2,000,000 Aggregate for All Claims B. Other Specified Liability Coverages 1. General Liability: $ 1,000,000 Each Claim $2,000,000 Aggregate for all Claims Page 2 of 7 DocuSign Envelope ID:44D3F690-D090-4903-811 B-EB71 F909E5BC 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 L'= 7. PREMIUM:$160.00 Surplus Lines Tax:$2.25% State Fee:$0.03% 8. SPECIAL CONDITIONS Word'm Allied Healthcare Professional Liability, General Liability and Other Specified Coverages g' (Claims Made and Reported Basis) Page 3 of 7 DocuSign Envelope ID:44D3F690-D090-4903-811 B-EB71 F909E5BC 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 Page 4 of 7 DocuSign Envelope ID:44D3F690-D090-4903-811 B-EB71 F909E5BC YOGA ALLIANCE ENDORSEMENT Effective Date: 08/06/2015 Specified Member: Salli Benedict In consideration of the premium paid, and subject to the terms and conditions of the Evidence Of Insurance not otherwise modified herein,it is hereby understood and agreed that: ANTI-STACKING OF LIMITS if any Claim is afforded coverage under this Policy and under any other policies issued by Us through the Allied Health Professionals Purchasing Group, Our maximum aggregate liability to YOU and to all other persons or entities insured by US for all Damages and Claims Expenses payable as to such Claim under this Policy and all of such other policies issued by Us that apply to such Claim shall not exceed the highest single applicable limit of liability specified among all of such policies, excess of the deductible if any specified in the Policy providing the highest single applicable limit of liability,which deductible shall be payable by the person or entity named as the Specified Member in said Policy. The Limits of Liability under this Policy shall be reduced, and may be exhausted, by payments of Damages and Claims Expenses from the single applicable limit of liability, but, in the event the single applicable limit of liability is greater than the limit of liability specified in this Policy, YOU and all other persons and entities insured by US as to such Claim shall be entitled in the aggregate to the benefit of such higher limit of liability. If the single applicable limit of liability is exhausted by payment of Damages and/or Claims Expenses for the persons and entities insured under the applicable policies, Underwriters shall have no further obligation or responsibility to pay any Damages or Claims Expenses for or on behalf of any of the persons or entities after the exhaustion of said limit of liability. All other terms and conditions remain unchanged and the above does not increase the limits of liability set forth in this Policy except as set forth above. Section I. WHAT THIS POLICY COVERS, B. Other Specified Liability coverages. Is amended to include the following: 13. Products Subject to the Limits of Liability for Products specified in the Declarations, We will pay those amounts You are required to pay as Damages for a Claim first made against the Insured and reported to Us during the Policy Period arising from Products furnished or sold by the Insured for use in, or during the course of, the practice of yoga. We will not pay under this Section of the Policy for Damages incurred as a result of the following: Page 5 of 7 DocuSign Envelope ID:44D3F690-D090-4903-811 B-EB71 F909E5BC a. any ingestible products or substances,topical solutions or therapeutic agents; b. any product that is manufactured, designed, created, modified or labeled by the Insured; c. any product sold or furnished by the Insured that has been relabeled, repackaged, repaired or altered in any way;and d. any advertisement, pamphlet, warning label or other literature not provided by the manufacturer. Section II. EXCLUSIONS. Exclusions 13 and 16 shall not apply to the coverage under this endorsement. The following exclusions are added to and form part of the Evidence Of Insurance: 32. The sale of any product you manufacture, assemble, construct, create, sell under your own name, label,design,or alter or repackage in any way. 33. The sale of of any type of ingestible substance, including but not limited to herbs, therapeutic agents, medicines, nutritional supplements, topically applied agents, whether manufactured by others or by you. 34. Claims arising out of any advertisement, pamphlet, warning label or any other notification, disclaimer or disclosure by the manufacturer of a product employed in the course of Professional Services. 35. Claims arising out of or relating to any copyright and/or trademark infringement, improper certification, accreditation and/or licensing, and/or unfair business practice involving Bikram yoga, hot yoga,or any type of heated yoga. V. LIMITS OF LIABILITY B. Other Supplemental Coverages Is amended to include the following: 13. Products a. Each Claim The Each Claim Limit of Liability for Products indicated in the Declarations is the most We will pay for Claims Expenses and Damages arising out of products and equipment employed in the course of yoga practice furnished or sold by You, including but not limited to, blocks, straps, yoga mats, blankets, pillows, and bolsters. All Claims sharing the same or similar factual nexus shall be deemed to be one Claim and shall be subject to the Limit of Liability for Each Claim, regardless of the number of Insureds or claimants involved. Page 6 of 7 DocuSign Envelope ID:44D3F690-D090-4903-811 B-EB71 F909E5BC b. Aggregate The Aggregate Limit of Liability for Products indicated in the Declarations is the most We will pay for all Claims Expenses and Damages arising out of all Claims first made against the Insureds and reported to Us during the Policy Period arising out of the use of products and equipment employed in the course of yoga practice furnished or sold by You, including but not limited to, blocks, straps, yoga mats, blankets, pillows, and bolsters, regardless of the number of Insureds involved, or Claims first made against the Insureds and reported to Us during the Policy Period. All other terms and conditions remain unchanged. Attaching to and forming part of Policy Number 1508YA006351 Date: 07/23/2015 BY HAYS AFFINITY SOLUTIONS A MEMBER OF HAYS COMPANIES is Page 7 of 7