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HomeMy WebLinkAbout2025-394-E-DEAPR-Nishith Trivedi-Martial Arts & Tai Chi Instruction Docusign Envelope ID:3EAC63A1-E275-4337-928E-E4701947E6BF [Departmental Use Only] TITLE Martial Arts &Tai Chi FY 2025-2026 ORANGE COUNTY CONTRACT UNDER$5,000.00 NORTH CAROLINA THIS AGREEMENT, is between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the "County"), and Nishith Trivedi(the "Provider"). 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 services set out below to the County in accordance with the terms of this Agreement,time being of the essence. The services or materials or construction (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: Martial Arts and Tai Chi classes no more than twice per week at the Central Recreation Center. The term of this agreement rendered shall be from July 12, 2025 to June 30,2026. 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 (as determined by the County) performed in accord with this Agreement. The amount to be paid by the County shall not exceed 70% of program enrollment fees not to exceed four thousand seventy-four dollars, ($4,074.00). 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 County's Risk Manager as such insurance requirements are described in the Orange County Revised 01/24 1 Docusign Envelope ID:3EAC63A1-E275-4337-928E-E4701947E6BF Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is 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 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 County's Risk Manager. 5. Indemnity: To the extent authorized by North Carolina law 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. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 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 this Agreement is 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 Orange County policy is incorporated herein by reference and may be viewed at http://www.oran eg cogpVnc. 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. Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits. 9. Third Party Beneficiaries: There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto(and their respective successors,heirs and permitted assigns),any rights,remedies, or obligations. Revised 01/24 2 Docusign Envelope ID:3EAC63A1-E275-4337-928E-E4701947E6BF 10. 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. Regardless of the outcome of said litigation each party is responsible for its own costs and fees, including attorneys' fees. 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 or 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 or non-appropriation of public funds. IN WITNESS WHEREOF,this Agreement is effective upon its execution by Orange County and the Provider. O v,C-,QV;.14TY Vaiw. SfAAA,( By: By: Department hector Title: uccor 200 S. Cameron St. Nishith Trivedi P.O. Box 8181 622 Childsberg Way Hillsborough,NC 27278 Hillsborough,NC 27278 Revised 01/24 3 Docusign Envelope ID:3EAC63A1-E275-4337-928E-E4701947E6BF ORANGE COUNTY-INTERNAL USE ONLY Finance Information Vendor Name: Nishith Trivedi Vendor Contact Person: Nishith Trivedi Phone: (757)339-9090 Address: 622 Childsbere Way City Hillsborough State:NC Zip:28278 Department:DEAPR-Recreation Amount: $4,074.00 Purpose: Martial Arts&Tai Chi Instruction Budget Code(s): 10511020 630000 Vendor#64327 Vendor Status with NCSOS: Vendor is a BOCC consultant: ❑Yes ®No Contract Details Contract Type: ®New ❑Amendment(Original Contract: )(Most Recent Amendment ) Effective Date July 12,2025 End Date June 30,2026 Notice Date (Notice Purpose ) Award ❑Approved by Board(Agenda Date: Made or Administered by Signature Authority ❑ BOCC Express Delegation(Agenda Date: - Policy 9.4: ®Under$5,000; ❑ Service Under$90,000; ❑ Construction Under$250,000 - ❑ Budget Policy Section XV(Capital Improvement Project: Bidding ❑ Informal Bidding($30k-$90k); ❑Formal RFP($90k+); ❑ Other(<$30k); ❑ Exception(#-----) Department Affirmation ❑ This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. ❑ This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed.Description of th A@@ .U:emergency condition that was addressed: Department Director's Signature vAvt, sl6UA t Date:6/29/2025 fill CFA1 D507A495... Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: ®Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficienc n°s>�e�xra�nce standards,specifications,and requirements: INIt4.,4, fit,,,,, Date:6/30/2025 Office of the Risk Management Officer Financial Services This instrument has been pre-audited ii etitpmgmorwquired by the Local Government Budget and Fiscal Control Act: C�14,v Office of the Chief Financial Officer, �bl.rcr05.o0l. y Date: 6/30/2025 Legal Services This agreement is approved as t cntd sufficiency: halt,ln, ��� / / Office of the County Attorney J Date:7 1 2025 Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Revised 01/24 4 Initial Docusign Envelope ID:3EAC63A1-E275-4337-928E-E4701947E6BF Office of the Clerk to the Board Date: Revised 01/24 5 Docusign Envelope ID:3EAC63A1-E275-4337-928E-E4701947E6BF CERTIFICATE OF LIABILITY INSURANCE DATE 03/02/2025 ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE 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 Francis L.Dean NAME: 12800 University Drive PAIiC,NNo,EXt: adC,No): (630)665-7291 Suite 125 E-MAIL Fort Myers,FL 33907 ADDRESS: fdean.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Great American Insurance Company 16691 INSURED SPORTS AND RECREATION PROVIDERS ASSOCIATION(PURCHASING GROUP)AND INSURERB: ITS PARTICIPATING MEMBERS: Tiger PaSaRyu Martial Arts DBA Nishith Trivedi INSURERC: 318 Clarkson Ridge Lane INSURERD: Hillsborogh,NC 27278 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER: GAP139399 REVISION NUMBER: THIS 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 INSR wVD MM/DD/YYYY MM/DD/YYYY GENERAL LIABILITY EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $300,000 PREMISES(Ea occurrence) CLAIMS-MADE FX]OCCUR 01/PAC 4725038 12 AM 04/01/2026 MED EXP(Any one person) $0 A X HOST LIQUOR LIABILITY INCLUDED X 12:00 AM 12:01 AM PERSONAL&ADV INJURY $1,000,000 X INCLUDES ATHLETIC PARTICIPANTS GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 X POLICY PRO LOC JECT A COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY Ea accident ANY AUTO BODILY INJURY(Per person) ALL OWNED SCHEDULED BODILY INJURY(Per AUTOS AUTOS accident HIRED AUTO NON-OWNED PROPERTY DAMAGE AUTOS Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE AGGREGATE DED RETENTION $ A Professional Liability x PAC 4725038 04/01/2025 04/01/2026 EACH OCCURRENCE $1,000,000 12:00 AM 12:01 AM AGGREGATE LIMIT $1,000,000 A Abuse and Molestation x PAC 4725038 04/01/2025 04/01/2026 EACH OCCURRENCE $100,000 12:00 AM 12:01 AM GENERAL AGGREGATE $300,000 AD&D AGGREGATE $500,000 AAccident/Medical Coverage BSR-E885960-02 04/01/2025 03/31/2026 AD&D $100,000 12:00 AM 11:59 PM MAXIMUM MEDICAL $100,000 DEDUCTIBLE $250 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) Covered activities: Martial Arts. Locations:318 Clarkson Ridge Lane, Hillsborogh NC 27278. The Certificate Holder is added as an additional insured but only with respect to liability arising out of the named insured during the policy period. Scheduled Activities Exclusion Applies-Please Refer to Named Insured Member Certificate of Coverage CERTIFICATE HOLDER CANCELLATION Orange County, NC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED PO Box 8181 BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Hillsborogh, NC 27278 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Fra-vt.c�is�L. Dea.w ACORD 25(2016/03) ©1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD