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Home My WebLink About2018-386-E Aging - Charron Andrews wellness instructorRevised 10/17 (Mgr apprv 5k 6/18) 1 [Departmental Use Only] TITLE Wellness Instructor FY 2018-19 ORANGE COUNTY CONTRACT UNDER $5,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this twentieth day of August, 2018, (“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 Charron Andrews (the "Provider"), party of the second part; W I T N E S S E T H: 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: balance class instructor The term of this agreement rendered shall be from July 1, 2018 to June 30, 2019. 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 two- thousand, five-hundred dollars, ($35.00 per hour class). 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 breac h 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 DocuSign Envelope ID: 8E107476-783D-40A7-92C4-E8E03CD0E84F Revised 10/17 (Mgr apprv 5k 6/18) 2 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 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, 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. 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 A greement 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 Ca rolina 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. 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. DocuSign Envelope ID: 8E107476-783D-40A7-92C4-E8E03CD0E84F HEALTHCARE PROVIDERS SERVICE ORGANIZATION PURCHASING GROUP 018098 970 HPG 0273935164-8 From 07/27/18 to 07/27/19 at 12:01 AM Standard Time Charron F Andrews 108 Cottonwood Ct Chapel Hill, NC 27514-1629 Healthcare Providers Service Organization 1100 Virginia Drive, Suite 250 Fort Washington, PA 19034-3278 1-800-982-9491 www.hpso.com/renew American Casualty Company of Reading, Pennsylvania 333 South Wabash Avenue Chicago, Illinois 60604 $1,000,000 each claim $3,000,000 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 License Protection Defendant Expense Benefit Deposition Representation Assault Includes Workplace Violence Counseling Medical Payments First Aid Damage to Property of Others Information Privacy (HIPAA) Fines & Penalties Media Expense 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: $157.00 (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 G-123846-C32 GSL10546NC CNA89026 CNA89026 CNA89027 Form #: G-141241-B (3/2010) Master Policy: 188711433 Premium reflects employed, full-time rate. HPSO-405-R-PHY-H1 20180709-005 $ $ $ $ $ $ $ $ $ 25,000 1,000 10,000 25,000 25,000 10,000 10,000 25,000 25,000 $ $ $ $ $ $ $ $ $ per proceeding per day limit per deposition per incident per person per incident per incident per incident per incident 25,000 25,000 10,000 25,000 100,000 10,000 10,000 25,000 25,000 aggregate aggregate aggregate aggregate aggregate aggregate aggregate aggregate aggregate Physical Therapist Workplace Liability 80995 Print Date: 07/09/18 DocuSign Envelope ID: 8E107476-783D-40A7-92C4-E8E03CD0E84F POLICY FORMS & ENDORSEMENTS The following are the policy forms and endorsements that apply to your current professional liability insurance policy. 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 CNA89026 Media Expense Coverage CNA89026 Media Expense Coverage CNA89027 Exclusion of Entity, Employees or Independent Contractors Endorsement 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 Healthcare Providers Service Organization for details. Form #: G-141241-BMaster Policy #: 188711433 Named Insured: Charron F AndrewsPolicy #: 0273935164-8 H10412 DocuSign Envelope ID: 8E107476-783D-40A7-92C4-E8E03CD0E84F