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HomeMy WebLinkAbout2019-364-E Aging - Salli Benedict exercise instructor DocuSign Envelope ID:76912935-F100-406D-98F4-3A5B3D661849 [Departmental Use Only] TITLE Wellness Instructor FY 2019-20 ORANGE COUNTY CONTRACT UNDER$5,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this first day of July, 2019, ("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 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 and/or construction (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: Senior Workout classes The term of this agreement rendered shall be from July 1, 2019 to June 30,2020. 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 three- thousand dollars, ($3.00 per person per class). 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 Revised 12/18 1 DocuSign Envelope ID:76912935-F100-406D-98F4-3A5B3D661849 incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here 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, without limitation, 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 in carrying out Provider's duties and obligations related to the Services to be provided in this Agreement. 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 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. Modifications may be evidenced by telefacsimile signature. 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. Governing Law and Priority: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina and Orange County. 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.oran ecountyne. og v/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 certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. By executing this Agreement Provider affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 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. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be resolved by nonbinding mediation. If such mediation fails either party may initiate litigation to resolve the dispute. 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. Revised 12/18 2 DocuSign Envelope ID:76912935-F100-406D-98F4-3A5B3D661849 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. IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVIDER DocuSigaed by: Docu5igned by: By:��Un iLt. - i b_'' By: Sc l �7UA),M D 97E962D1BF454FA.. r T1tl A486ADA639CA459. 200 S. Cameron St. Salli Benedict P.O. Box 8181 302 Waterside Drive Hillsborough,NC 27278 Carrboro,NC 27510 Revised 12/18 3 DocuSign Envelope ID:76912935-F100-406D-98F4-3A5B3D661849 EVIDENCE OF INSURANCE For the Specified Members of the Alliance of Allied Health Care Professionals Risk Purchasing Group THIS EVIDENCE OF INSURANCE IS ISSUE❑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 SPECIFIE❑ MEMBER BY CERTAIN UNDERWRITERS AT LLOYD'S, LONDON AN❑ 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 ❑f 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 ❑f the Master Policyholder. The respective names of and proportions underwritten by Underwriters can be ascertained from the office of the Master Policyholder. This Master Policy is issued in accordance with the limited authorization granted under Contract to the Correspondent by certain Underwriters at Lloyd's, London, whose names and proportions underwritten by them can be ascertained by reference to the said Contract which bears the Seal of the Lloyd's Policy Signing Office and is on file inthe office of said Correspondent(such Underwriters being hereinafter called "Underwriters")and in consideration of the premium specified in the Evidence of Insurances issued to the Specified Members of the Alliance of Allied Health Care Professionals Risk Purchasing Group by endorsement hereon, Underwriters do hereby hind themselves each for his own part, and not one for another, their heirs, executors and administrators. Previous Policy Number UMR Policy Number YGGA14571 fit-1 B0572NA16AH05 YOGA14S7162-2 I. NAME AND ADDRESS OF THE SPECIFIED MEMBER salli benedict 302 waterside drive carrbora, NC 2. PERIOD OF INSURANCE Effective From 8/10/2018 To 8/10/2019 Loth days at 12:01 a.m. standard time 3. insurance is effective with certain UNDERWRITERS AT LLOYD'S, LONDON---Percentage 100% DocuSign Envelope ID:76912935-F100-406D-98F4-3A5B3D661849 4. Covered Allied Healthcare Profession: Registered Yoga Teacher(RYT) 5. LIMITS OF LIABILITY AND DEDUCTIBLE A. Professional Liability $1,000,000 Each Claim $2,000,000 Aggregate for all Claims B. Other Specified Coverages 1. General Liability $1,000,000 Each Claim $2,000,000 Aggregate for all Claims 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 Ail Medical Expenses for Each Person $50,000 Aggregate for all Medical Expenses for ail Persons 5. Defendant Expense $500 Each Day $10,000 Aggregate for all Days 6. Deposition Fees and Expenses $10,000 Each Deposition $25,000 Aggregate for all Depositions 7. Damages 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 $25,000 Aggregate for all HIPPA/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 $25,00 Each Assault Medical Expenses and Damage to the Insured's personal Property incurred due to Assault DocuSign Envelope ID:76912935-F100-406D-98F4-3A5B3D661849 $25,000 Aggregate for all Assaults 12. License and Disciplinary Proceedings $5,000 Each Proceeding $25,500 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 $2,000,000 Coverages Set Forth above 5. DEDUCTIBLE $0.00 Each Claim or Occurrence, including Damages and Claim Expenses 7. PREMIUM $115.00 Surplus Lines Tax 2.25% State Fee 0.025% 8. SPECIAL CONDITIONS Wording Allied Healthcare Pro€essionaI Liability, General Liability and Other5pecified Coverages(Claims Made and Reported Basis) 9. NOTICE OF CLAIM, POTENTIAL CLAIM,OR OCCURENCE Notice of Claim required to be given to Underwriters pursuant to the Policy shall be sent to the following address: Martin M. Ween, Esq. Wilson, Elser, Moskowitz, Edelman& Dicker, LLP 150 E.42nd Street New York, New York 10017 Copy to: Alliant Insurance Services, Inc. 4530 Walney Road Suite 200 Chantilly,VA 20151 10. RETROACTIVE DATE 8/10/2018 11. MASTER POLICY HOLDER AND ADDRESS Alliance of Allied Health Care Professionals Risk Purchasing Group 4530 Walney Road Suite 200 Chantilly,VA 20151 DATE ISSUED: 8/10/2018 By: Authorized Representative Alliant Insurance Services, Inc.