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Home My WebLink About2017-196-E Health - Ann Gerhardt for 10 hours executive coaching DocuSign Envelope ID:D7825EB6-90DA-4C6B-AE71-06C612257720 [Departmental Use Only] TITLE Gerhardt Exec. Coaching FY 16/17 ORANGE COUNTY CONTRACT UNDER$1,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 8th day of May, 2017, ("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 Ann Gerhardt (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: 10 hours of executive coaching, including organizational development outlined in Exhibit A. The term of this agreement rendered shall be from 5/8/2017 to 11/8/2017. 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 Eight Hundred Dollars, ($800). Payment shall be made within thirty(30) days of an invoice properly submitted to County. Should Provider fail to perfotni 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 2/17 1 DocuSign Envelope ID:D7825EB6-90DA-4C6B-AE71-06C612257720 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/contra cts.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: 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. 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.orangecountync.gov/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, on the list created by the State Treasurer pursuant to G.S. 147-86.58. 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. 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 Revised 2/17 2 DocuSign Envelope ID:D7825EB6-90DA-4C6B-AE71-06C612257720 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 2/17 3 DocuSign Envelope ID:D7825EB6-90DA-4C6B-AE71-06C612257720 IN WITNESS WHEREOF,Orange County and the Provider have signed this Agreement, effective as of the day first written above. O (€S€* t4NTY PR I M ed by: V or'bgUI Ct� ate, i. L-}t,V r Lt By: 5145A2C:f5a5ranE By: 811`grifd i'L Department Director Title: 200 S. Cameron St. Ann Gerhardt P.O. Box 8181 123 Braswell Road Hillsborough,NC 27278 Chapel Hill,NC 27516 Revised 2/17 4 DocuSign Envelope ID:D7825EB6-90DA-4C6B-AE71-06C612257720 Exhibit A LETTER OF AGREEMENT BETWEEN ORANGE COUNTY HEALTH DEPARTMENT and ANN GERHARDT, CONSULTANT This letter outlines the scope of work for Executive Coaching provided by Ann Gerhardt, MPH, sole proprietor of Gerhardt Consulting to Coby Jansen Austin. The terms of the agreement shall be for six months beginning May 8, 2017 through November 8, 2017. The majority of the work will be accomplished by July 31, 2017. Scope of Work The scope of work performed by Ann Gerhardt will be for 10 hours of executive coaching, including organizational development. Organizational Commitment The Orange County Health Department agrees to provide organizational documents relevant to the scope of work and a meeting schedule for Director of Programs and Policy Coby Austin to carry out the scope of work. Terms of Payment The Orange County Health Department will pay Ann Gerhardt, consultant, $800 for the duration of this agreement ($1500 regular rate discounted by 53%). Ann Gerhardt will provide an invoice for each payment. Expenses No expenses should be incurred by Ann Gerhardt related to the scope of work described in this agreement. It is understood that Ann Gerhardt is a consultant and not entitled to employee benefits. Other Provisions Projects and other work not mentioned herein may be negotiated independent of this agreement. Should either party choose to terminate this agreement, a 30-day written notice is required. DocuSign Envelope ID:D7825EB6-90DA-4C6B-AE71-06C612257720 i Kimberlee Quatrone From: Dorothy Cilenti Sent: Tuesday, May 02, 2017 1:25 PM To: Coby Austin Subject: RE: Request - insurance waiver Yes that's fine From: Coby Austin Sent: Tuesday, May 02, 2017 1:08 PM To: Dorothy Cilenti Subject: Request - insurance waiver Hi Dorothy, I am working on a contract with Ann Gerhardt for executive coaching (bio and coaching description attached). As an independent consultant, she does not have the general liability or other insurance required by our county contact template. In the past, Colleen would normally waive the need for insurance in this type of situation. Would you be willing to do the same? If so, you can just reply to this email and I will append it to the contract. This contract is for$800 so would be a Director's contract (under$1k). Thanks! Coby Coby Jansen Austin, MPH Director of Programs and Policy Family Success Alliance&Board of Health Phone: 919-245-2070/Fax:919-245-0896 P- rO w&th. i soi change- - riYea CONFIDENTIALITY NOTICE:All email messages, including any attachments, generated from or received by this site are the property of Orange County Government and are considered public domain subject to the North Carolina Public Record Law.The Orange County Health Department transmits minimal confidential client/patient information via email, and any unauthorized review, use, disclosure or distribution is prohibited. If you are not the intended recipient, please contact the sender by reply email and destroy all copies of the original message. If you believe there has been an inappropriate disclosure, please contact Carla Julian, OCHD HIPAA Privacy and Security Officer,at ciulian c(�orangecountync.gov. 1