HomeMy WebLinkAbout2017-269-E Aging - Linda Textoris for wellness instructor DocuSign Envelope ID:B70A1079-3111-4AB6-9909-4036B3A4CO3D
[Departmental Use Only]
TITLE Wellness Instructor
FY 2017-18
ORANGE COUNTY
CONTRACT UNDER $15,000.00
NORTH CAROLINA
THIS AGREEMENT, made and entered into this first day of July, 2017, ("Effective Date")by and
between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the
"County"),party of the first part; and Linda Textoris, R.N. (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 (hereinafter referred to collectively as "Services") to be furnished
under this Agreement are as follows: Fit Feet Clinic services at each senior center weekly
The term of this agreement rendered shall be from July 1, 2017 to June 30, 2018.
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 the lesser of
$22.50 per hour or seven-thousand dollars, ($7,000). 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
incorporated herein by reference and may be viewed at
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DocuSign Envelope ID:B70A1079-3111-4AB6-9909-4036B3A4CO3D
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 consist of
personal 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 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, its agents, or assigns directly or indirectly related to the Services to be performed
pursuant to this Agreement 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. County may suspend this Agreement upon
reasonable 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. 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. Priority: In determining the basic services to be provided, should any documents be
referenced in or attached to this Agreement, the terms of this Agreement shall have priority in any conflict
between the terms of referenced documents and the terms of this Agreement.
9. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the
State of North Carolina. 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 affirms that Provider is and
shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 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.
10. Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek damages with
respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in
the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the
parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding
arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of
any dispute prior to the bringing of such suit or action.
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 and not appropriated for the performance of County's
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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]
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DocuSign Envelope ID:B70A1079-3111-4AB6-9909-4036B3A4CO3D
IN WITNESS WHEREOF,County and the Provider have signed this Agreement, effective as of
the day first written above.
ORANGE COUNTY PROVIDER
,----DocuSigned by: r--DocuSigned by:
By: 136tnaLit, ti-aA414it.YSLui By: (ittaa 1I-)..forts
Geuxtty• .,1ic , :- fir. Tltle`-7812Eo9B21DD43D_.
200 S. Cameron St. Linda Textoris,R.N.
P.O. Box 8181 750 Weaver Dairy Rd., #204
Hillsborough,NC 27278 Chapel Hill, NC 27514
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DocuSign Envelope ID:B70A1079-3111-4AB6-9909-4036B3A4CO3D
HEALTHCARE PROVIDERS SERVICE
CNA ORGANIZATION PURCHASING GROUP
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Certificate of �1rnsurance
nurses service organization
OCCURRENCE POLICY FORM
PRODUCER BRANCH I PREFIX I POLICY NUMBER Policy Period:
018098 970 HPG 0003508294-8 From 09/08/16 to 09/08/17 at 12:01 AM Standard Time
Named Insured Program Administered by:
Nurses Service Organization
Linda K Textoris 159 E. County Line Road
750 Weaver Dairy Rd Apt 204 Hatboro, PA 1 9040-1 21 8
Chapel Hill, NC 27514-1466 1-800-247-1500
www.nso.com
Medical Specialty Code Insurance is provided by:
Registered Nurse 80964 American Casualty Company of Reading, Pennsylvania
333 South Wabash Avenue Chicago, Illinois 60604
Professional Liability $1,000,000 each claim $6,000,000 aggregate
Your professional liability limits shown above include the following:
• Good Samaritan Liability • Malplacement Liability • Personal Injury Liability
• Sexual Misconduct included in the PL Limit shown above subject to$25,000 aggregate sublimit
Coverage Extensions
License Protection $ 25,000 per proceeding $ 25,000 aggregate
Defendant Expense Benefit $ 1,000 per day limit $ 25,000 aggregate
Deposition Representation $ 10,000 per deposition $ 10,000 aggregate
Assault $ 25,000 per incident $ 25,000 aggregate
Includes Workplace Violence Counseling
Medical Payments $ 25,000 per person $ 100,000 aggregate
First Aid $ 10,000 per incident $ 10,000 aggregate
Damage to Property of Others $ 10,000 per incident $ 10,000 aggregate
Information Privacy(HIPAA) Fines&Penalties $ 25,000 per incident $ 25,000 aggregate
Workplace Liability
Workplace Liability Included in Professional Liability Limit shown above
Fire and Water Legal Liability Included in the PL limit above subject to$150,000 aggregate sublimit
Personal Liability $1,000,000 aggregate
Total:$106.00
Premium reflects employed,full-time rate.
Policy Forms & Endorsements (Please see attached list for a general description of many common policy forms and endorsements.)
G-121500-D G-121501-C G-121503-C CNA82011 G-145184-A G-147292-A CNA81753 CNA81758 GSL13424 GSL15563
GSL15564 GSL15565 GSL17101 CNA80052 CNA80051 0-123846-032 GSL10546NC
cr. Spr-44/1A
Chairman of the Board Secretary
Keep this Certificate of Insurance in a safe place. This Certificate of Insurance and proof of payment are your proof of coverage.
There is no coverage in force unless the premium is paid in full. In order to activate your coverage, please remit premium in full by
the effective date of this Certificate of Insurance.
Form#: G-141241-B(3/2010) Master Policy: 188711433
NSO-604-R-NUR-83 20160728-420
DocuSign Envelope ID:B70A1079-3111-4AB6-9909-4036B3A4CO3D
POLICY FORMS&ENDORSEMENTS
The list below contains general descriptions of the policy forms and endorsements that may or may not apply to your professional liability insurance policy.
State specific policy forms and endorsements are not included in the list below. Should you require descriptions or samples of these documents, please
visit us online at www.nso.com/policyforms. Please refer to your Certificate of Insurance for the policy forms&endorsements specific to your state
and your policy period.All products and services may not be available in all states and may be subject to change without notice.
Think Green—expanded definitions and copies of these policy forms and endorsements are available online at www.nso.com/policyforms.
COMMON POLICY FORMS&ENDORSEMENTS
FORM# DESCRIPTION
G-121500-D Common Policy Conditions
G-121501-C Occurrence Policy Form
G-121503-C Workplace Liability Form
CNA82011 Healthcare Providers Related Claims Endorsement
G-145184-A Policyholder Notice-OFAC Compliance Notice
G-147292-A Policyholder Notice-Silica Mold&Asbestos Disclosure
CNA81753 Cap on Losses from Certified Acts of Terrorism
CNA81758 Offer of Terrorism Coverage-Disclosure of Premium
GSL13424 Services to Animals
GSL15563 Information Privacy Coverage Endorsement HIPAA Fines Penalties&Notification Costs
GSL15564 Sexual Misconduct Sublimits of Liability Professional Liability&Sexual Misconduct Exclusion
GSL15565 Healthcare Providers Professional Liability Assault Coverage
GSL17101 Exclusion of Specified Activities Reuse of Parenteral Devices and Supplies
CNA80052 Distribution or Recording of Material or Information in Violation of Law Exclusion Endorsement
CNA80051 Amended Definition of Personal Injury Endorsement
G-123846-C32 North Carolina Cancellation and Non-Renewal
GSL10546NC North Carolina Amendatory Endorsement
PLEASE REFER TO YOUR CERTIFICATE OF INSURANCE FOR THE POLICY FORMS&ENDORSEMENTS SPECIFIC TO YOUR STATE AND YOUR
POLICY PERIOD.
Self-employed individuals may be eligible for General Liability coverage subject to underwriting approval. Should an individual practitioner's status
change from self-employed to employed, general liability coverage will be deleted and replaced with workplace liability. Please contact Nurses
Service Organization for details.
Form#: G-141241-B Named Insured: Linda K Textoris
Master Policy#: 188711433 Policy#: 0003508294-8
N10412