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HomeMy WebLinkAbout2015-426-E Health - Walgreen, Co. for Diabetes Self-Management Education Program $600 DocuSign Envelope ID:82FA214D-F8D2-4F89-9551-89D21AOA870C [Departmental Use Only] TITLE DSME-Walgreen FY 2015-2016 ORANGE COUNTY CONTRACT UNDER $1,000.00 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 Walgreen Co. (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: 1. The Provider will implement the medications component of group instruction for the Orange County Diabetes Self-Management Education(DSME)Program to include the following: -Provide a qualified instructor for the assigned class dates. -Review and update class presentation and accompanying educational materials to ensure that it meets best practice guidelines as outlined by the American Diabetes Association and 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. -Request/select educational teaching tools for OCHD to purchase for the class. 2. OCHD will: -Provide a copy of the NC Diabetes Self-Management Program curriculum for class 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 PowerPoint as updates are requested. -Compile presentation and handouts in participant notebook. -Purchase educational teaching tools as the OCHD budget allows. The term of this agreement rendered shall be from July 1, 2015 to June 30,2016. Revised 10/14 1 DocuSign Envelope ID:82FA214D-F8D2-4F89-9551-89D21AOA870C 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 I. 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 six hundred dollars ($50 per class or planning meeting), ($600). 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 incorporated herein by reference and may be viewed at htip://orangecounlync.gov/.purchasing/contracts.asD . If Owner'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 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 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. 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 Revised 10/14 2 DocuSign Envelope ID:82FA214D-F8D2-4F89-9551-89D21AOA870C 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. Governing Law and Priority Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. 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. 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. 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. [SIGNATURE PAGE TO FOLLOW] Revised 10/14 3 DocuSign Envelope ID:82FA214D-F8D2-4F89-9551-89D21AOA870C IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective as of the daffy first written above. TM- �'4d-���NTY PR ned by: �� �t v �t Zvi BY C9 FD9DOFCRR545E BY Department Director Title: 200 S. Cameron St. Walgreen Co. P.O. Box 8181 1106 Environ Way Hillsborough,NC 27278 Chapel Hill,NC 27517 Revised 10/14 4 DocuSign Envelope ID:82FA214D-F8D2-4F89-9551-89D21AOA870C The Pharmacy +?l';<Earica Tmsfis*8 ince 190f" DATE: July 1, 2012 and continuous until cancelled FROM: Walgreens, its Affiliates, and Subsidiaries TO: To Whom It May Concern RE: PROFESSIONAL LIABILITY SELF-INSURANCE This letter is being provided in lieu of a certificate of insurance. Walgreens and its subsidiaries maintains a comprehensive program of commercial insurance above significant self-insured retentions. Many of our signed contracts, leases, and/or other agreements allow us the option to meet our professional liability insurance requirements by self-insuring rather than purchasing insurance in the commercial insurance market. This allows us to invest our premium dollars, enhancing shareholder value, while maintaining the ability to respond to our financial obligations on our own rather than through an insurance company. Our obligations to the business partners with whom we have contracted remain unchanged as if insurance is in place. Walgreens' Vendors, Clients, Customers, Owners, Landlords, Landlords Agent(s), Landlords Lender(s), Ground Lessor(s), and any other party who requires it, per the terms of a signed contract, lease, and/or agreement, are treated as Additional Insureds and when applicable, Loss Payee, as their interests may apply. A Waiver of Subrogation also applies, where applicable. Walgreens will not issue individualized evidence of insurance. The information posted on our website meets our obligations to provide insurance information under the terms of our contracts. PLEASE NOTE THAT THE TERMS OF OUR SI GNED CONTRACTS DEfERMI NE OUR FI NANCI AL OBLI GATI ONS TO COUNTERPARTI ES WHETHER I NSURANCE I S I N FORCE OR NOT. Please forward this letter to any party that may require the information as part of a signed contract, lease, and/or agreement with Walgreens. Sincerely, Walgreens Insurance & Risk Management Department DocuSign Envelope ID:82FA214D-F8D2-4F89-9551-89D21AOA870C MEMORANDUM OF PROFESSIONAL LIABILITY INSURANCE Current as of, June 5 2015. PRODUCER MARSH USA INC This Memorandum is issued as a matter of information only to authorized viewers for their Internal 540 W.MADISON use only and confers no rights upon any viewer of this Memorandum other than those provide for in CHICAGO,ILLINOIS 60661 the policy.This Memorandum does not amend,extend or alter the coverage described below.This UNITED STATES OF AMERICA Memorandum may only be copied,printed and distributed wlthin an authorized viewer and may only be used and viewed by an authorized viewer far Its ihtemal use.Any other use,duplication or distribution of this Memorandum withaut prior written consent is prohibited, INSURED COMPANIES AFFORDING_COVERAGE NAIC# COMPANY STEADFAST INSURANCE COMPANY 26387 WALGREEN CO.AND SUBSIDIARIES A 300 WILMOT RD.,MS 43108 COMPANY DEERFIELD,ILLINOIS 60015-5223 B UNITED STATES OF AMERICA COMPANY C COMPANY D ... ... .... GOVRA�i _ 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 MEMORANDUM 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. POLICY- - :.fiMiT5 -- CO LETTER .. TYPE OF INSURANCE POLICYNUMBER EFFECTIVE -=EXPIRATION LIMTrS:iN USp UNLESS: _.. :. PATE -,:....DATE"- ..QTHERNIiSE'INPICATEV-: HEALTH CARE PROFESSIONAL LIABILITY EACH MEDICAL INCIDENT UMBRELLA FORM AGGREGATE HEALTH CARE PROFESSIONAL A LIABILITY-EXCESS HPC5761488-02 7/1/2015 7/1/2016 EACH MEDICAL INCIDENT $ $5,00D,000 I UMBRELLA FORM AGGREGATE $5,000,000 X OTHER THAN UMBRELLA FORM $ OTHER COVERAGE ADDITIONAL xN:FORMATION Walgreen Cc.and its subsidlarles are insured under a comprehensive program of insurance in excess of various self-insured retentions. Coverage is provided for claims,including defense costs,for which Walgreen Co.is legally liable. !:' The Melnorarldum Of InSUranoe serves sCd. to Iis4.tnSurance.:policies,Limits and dates of coverage.Any madificatitins hereto are pot authorized.