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Home My WebLink About2011-271 Health - Kerr Health LLC for diabetes self-management educationgR:ANGE Ct?UNTY CUNTRACT LESS THAN ~S,QQ0.00 NORTH CAROLINA THIS AGREEMENT, ,rude and entered into this 1st day ofJuiy 2U11, ("Effective Date") by and between Orange County, North Carolina, a body politic and corporate organized under the laws of the State of North Carolinas (the "County"), party of the first part; and Kerr Health, LLC (the "Provider"~~ pa of the.. second part, ~' 1'VITNESSETH: P'or 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 ogees to provide the f~allawing services to the County in accordance with the terms of this Agreement, time being of the e$senee: The services and/or materials ' (hereinafter referred to collectively as `iServices") to be furnished under this Agreement. are as follows: l . The Provider will implement the medications component of group instruction for the Orange County Diabetes Self-Management. Bducatian-(DSMB) Program to include the following: Provide a gaalified instructor for the assigned class dates. -Review and update class presentation and accompanying educational materials to ensure that it meet best practice guidelines as'outlined by the American Diabetes Association aftd to meet. medication management objectives outlined in the NC Diabetes Self-Management Education. Program curriculum. -Add additional educational components that are not in the curriculum but meet best practice' guidelines and the Provider- feels appropriate. -Select additional educational materials for the group presentation and provide to OCHD by one-week prior to class presentation.. -Requestiselect educational teaching tools for OCHD-to purchase for the class.. 2. OCHD will: -Provide a copy of the NC Diabetes Self-Management Program curriculum fodclass outline development as requested. -Review the presentation and ensure that the components meet the NC Diabetes Self- Management Program curriculum objectives and American Diabetes Association guidelines. -Format the Provider's presentation in MS PowerPaint as updates. are requested.:. -Compile presentation and handouts in participantnotebook. -Purchase educational leaching tools as the OCI-ID budget allows. Theterm of this agreement rendered shall be fromJulyl, 2~11to June ~0, Ztll2. Provider represents and agrees that Provider is qualified'ta ~rfom~ and fully capable of performing and. providing the services required or necessary under this Agreement in a fully competent, professional and Reui~d lantmry 2(}t~ 1 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. SPECIFIC TERMS 1. Pavment: 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 fifty dollars per class or planning meeting or a total of five hundred and fifty dollars per year, ($550). 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 Provider, 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: The Provider shall obtain, at its sole expense, all insurance needed to adequately insure itself during the performance of these services as required by the County's Risk Management Policy. 5. Indemni :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: 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. 8. Governin Lg 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. 9. 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 January 2010 2 IN VVCTNESS ~iEREG1F, (7rrannge County and the Provider havesi~ned this :Agreement, effective.. as ~f the day first written above..... URANGE COUN PRQVIDER• ed rD#t 51- 0 4 2 5 74 9 By. ~- LZ' " t ey. Cc~enty Man Tit{e: Executive vice President COQ S. Cameron #. Vendor #59277 P.U. Box 818 T Hillsborough, NC 27278 This instrument has been approved as tc~ technical. content. Z ~~~~ilenti DrP ,MPH, MSW (Interim}, Department Director This instrument has been pre-audited. in the manner required by the Local Government Budget and Fiscal Control Act. ~' Clarence G. Grier, :Finance birectar This. nst been approved as to farm and Iega{ sufficiency... ,County Attorney ~ ~~ Et~vsed January xol0 3