HomeMy WebLinkAbout2018-672 Aging - UNC School of Medicine physical function screens INDEPENDENT CONTRACTOR AGRE•MONT •
This INDEPENDENT C0t',1TRJkCTGR AG10`.;E1,41EN1 ("C'.ontract") is -made, July..' 1, 'k,'0 1,
(",,range County, :�epartment on Aging, and The University of North! Carolina at
Chapel Hill ("Contractgr ") , for COMMUT1.ity outreach to be rendeed by C.arol.
Giuliani, PT, PhD, Karen McCulloch, PT, PhD, Charro)n AT.-idrews, P I T, and Vicki
mer'ce.t-' ernployees r.-)f C"ontri.ic.t.o.t..' Aelkl < their: direct,
supervisian,
RECITALS
A. Orange County operates two Senior Centers in Orange CcRinty, NC: Robert and
Pearl Seymour Center at 2551 Homestead Road, Chapel Hill, NC 27P16; Central
Orange Senior Center at 515 Meadowlands Drive, Hillsborough, NC127278 and Orange
County desires to have the following services provided at thend sernor cienters
K Qe samQ addresses: wellness screening, including physical Qsessment c,f
Warne, strength flexibility, and endurance, and activity for
B. Orange County desires to retain Cont.r�.ictor- for (:.or-0T11u!-"dty outteach to be
rendered by Carol t iani, PT, PhD, Karen McCulloch, PT, PhD, Vicki Mercc;r, PT,
Phl'); and Charron Andraws, PT, and student-.s urider t.h'eir direct stlperv'ision to
perform such servip"s for Orange County under the terms and con4litions sect forth
in the Contract. Students may be on-site under a separate execked affiliaLion
agreement or as a vo.Li. nteer, In no event shall stud(,'.A-nts be pK07 for services
1.'.--ursuant to t1i1s Agreement'.
In consideration of the mutual promises set forth in .t-Ile Co.-jtraq,'t, it- '�i-s agreed
by and between Orange County and Contractor:
SECTION ONE',
DESCRIPTION OF SERVICES
The Services to be performed by Contractor include wellness ascriening services
generally performed by physical therapists including but not Iii6ited. t.o physical,
assessment of halallce, stry"jqttj flexib!jity, and endu-ran(.';e, andjactivity
recommendations for center clients. Contractor will pzovide on-oite Supervision
by Eaculty of stqdents who are not licensed prolessionaikJontiacLor will
provide a series of scheduled screening sessions (a minim.um of four h,')o_-L.--s per
in,ntlh and no more than 8 hours per day per site) . Contractor MAy also provide,,
n
other evaluation and Wervention services for which ContractorWill bill tc,
clients or insuia--ices as UNC P&A University Physical Therapy.
SEC111101-N 111VO
Orange County will pay Contractor 035/hour for wellness screening services in
addition to a 201 administrative overhead fee, the total amo€nt'. to bk--� paid by
Orarlgi:,' ,'01-:i` 'r` will not exceed Six Thousand Dol-lars ($6,000) . Contractor will
provide billings reports to the Orange County Wallnest Coarciiijap q or fQ, zjll
client screening Service during teach session date. Contrac-torlwill submit a
bill at 90 day intervals for sc,.r-e<-�rjjng services rendered, payat',de w-it-hin 30 days
of receipt. Orange. Ct.,)unty will provide payment to the Univer-sity within 30 (Jays
of receipt of c-ontractor bill.
SEC111iiOIN TIME
OBLIGATIONS OF -CONTRACTOR.
rontractor will:
a. Perform the services under the Contract in -strict adhereqce Wthe
profaysKnal standard of care, as well as,the applicable 1professional code
�f ethics, I
b. romptly comnwinicate by telephbne HAW Whdd County, f!.epartm(,„nt or)
Aying Wellonn"sn; Coordinator, inLarruptions, at problems wilth scN.,duling.
effort to help clients/participants unders-tand. the. r�-.-AationshiT,-,
AVE; t,It., Cora*racLor and the Orange County, DepartmWit jorl Aging in
,�nviding weliness screening. I
Vvinvain all. recpUsite record keeping and docu-mentation a1r, th.e Orange
Dey .nt on Aging, in accordance with the requilrements of tlezalth
partme
InsuAance Portability and Accountability Act of 1996 (AHTjPjjA4-, and any
amendments thereto. Contractor mecards will fully' dinscolosla the extent. Of
the services and provide-d to each partici.:)ant,
e. Keep confidential any information about cli en't/par tic.ipankts wh.-Lch is
Avarad by Orange County or the client/participant.,.. Such i I t-iform., ti.on shall.
be shared only amang0range County and Contractor staff who need to know
Q order to coordinate, manage, or deliver services to 3.. th i 6 client.
a screening assessment and create recommondat ions for
ptph client usi-nq assessment tools provided by or apploved by Orange
countyi to provide to Orange County copies of assessAnts once
-'ravide to each client a copy of their screening assessmeht and any other
t Qumentat.ion is necessary to ensure they are infortried abbut
recommendatW8 for physical health iNlPrOV,�aM tint.
h. Provide billings reports to the Orange County Wellness Coord.inator for all
client service du--inq a date, i
i. Submit a bill at 90 day intervals for services rendered, P: ayable withlix,, 30
days of. r-ecelpt.
J < Meet wk= h Orange C..uunty staff at their requ-e-s"'.., L-0 discussi se'-rvice
provision,
S IF,CT 10 N! F'O`i R
OBLIGATIONS C. ORANGE COUNTY
Diange County will provide, at Orange County's sole e:npen*e, appropraatf-,;
administrative support to Contractor, including, but. riot limite . to: sta,
assistance as needed, materials and supplies for part icipants., +nd appointment
sc,heduling. Orange County will provide Contractor adequate spacl/areas for
screening services. Orange County will maintain all records rel.,,ked t.o screening
pinvided by contractor for three years from the first date of sfrvice and in
accordance with the requirements of Health Insurance; Partabilitir and
Accuuntability Act of 1996 ("HIPMAIJ and any amendments theretal: and make
records avallable to contractor for inspection. Orange County s6all use its best LOA
efforts to provick the support and services descrjbr-,-4j jj-j I.-,j1j.s Serction
je County will. comply with, a ensure its emplwyees wil-L Cj-vlapiy w1,th, all
applicable federal and state -laws and codes of ethics, includin.'
to HIPPA and Other privacy or confidentiality laws or codes. i q but. not
SIMICH4 FIVE
REMATIONSHTP OF' 1?1'SRT'1FS
Pho parties agree .at Contractor is an independent cant ractor,j and
creates an employer-employee or a principal-agent IrelLationship,
partnership or j0&L venture between Orange Co-uinty and Contract i or
Thl:' Contract
also does not create any such relationsh.ip bet--wee-n Orange CounY's employees and
70M r6ntox. The cx)nduct and control of Contractor's servi.ces p0rformed tinder thf-.,
170M MU Will
lie solely with Contractor. On-site students arp not and
deemiad T-o be CMI-PlOYees 01' agrents of. Contractor.
Courity will pr(-_)vJ,.de Contractor a form 1099 at year end t,o be' si,,bmitted t o
Pederal and State taxing authorities for any fees paid -cc: cjontractor. by
Owner. No Federal, FUTA, Social Security, State of North Carolina or -North
Carolina 0yriempl.oyinc-int Tax will be withheld nor deposited on Cor,tractorls behalf.
Cuntrar is urged to consult an accountant for guidance in tax
Mich are appropriate for Contractok's situatli= Contractor
is wiith Owner only an a -sub-contractual basis.
SECTION SIX
LIABILITY AND 1NDEMNIFICATION
The 5ervices to be performed under the Contract will be performed at
Contractor's risk, and Contractor assumes all responsibility fo.y practicing
accO •ding tO the laWS Of the state of North Carolina and the ap�-llicable of
Ethics for professional conduct. Contractor will. carj,y, for the:j term, of the
Contract, professional self-liability insurance in an anu)unt acrieptable to
Orange County: nia.nirm= coverage of $1,000,000 per
aggregate. Owner agrees to maintain adequate general business 1jabiliLy an4d
hazard i,nsurance for the center, incliding adequate premise liability insurance
d'u-_f,J-nq th •
_.-rini of t1 he ('.ontract.
To the extent permitted Q, and in accordance with the North ua.rpi.l.na. Tort. Claiins,
Act, (.,or,itractor will. indemnify Orange County for any "LlabJi-lit sing
Mom the negligent actions or omissions of Contractor in Contra.tor's
performance of th6 Contract. Orange County will be solely reap(Misible fox
Orange County's acts and omissions and those of its en
Mplayess, �epresentatives
and agents, including but not limited to any and. all wron;qful a-�ts j,::Pjd
negligence Of its emP!Mes, representatives and agents. Orarigeicounty wil]".
i-ndem,nii.fy arid holci harmless Contractor witb respect _Lp. any and �111 Jl.osses/
costs, damages or other liabilities, including without limitation reasonable
attorneys' fees, arising from My actions or omissions of Mango County and/or
its employees. representatives and agents to the extent permissible under North
Carolina law. Thf.,. f i cation in this SectLort ,.-,1x i,.�hall s1r4rive the
termination of tt, c2ontraict.
SECTION SEVEN
TERM AtQD TERIMINATION
Unless sooner, the (.ontract shall remain in force Wiltil June 30,
2019. The Contract may then be negotiated and renewed by writton agreement of
the partiep aunually. The Contract may bo terminated as follows:
a. By nicual written consent of the parties
b. B, either party upon sixty days' prfor Writtet-riotice to the other;
C. By either party upon the other party's material breach Of any o1bligation-s
under the Contract, and the breach is not cured within alreasonable time;
d By upari dissolution, bankruptcy, soile (of subs tantiiall Y all k.-).f
the assets, or a change Q managing control of Orange County, or- if Orange
County anades Uo engage in the business of prov..Idinq sen-jor cent-er
sf,".r.-Vices; or
e. By C oatractor J..f the, practice no located at the address set
forth in the Recital A above.
dnal,ion of -I.-,he CanLracL, Orange, (.ounty will. 0
.Jpon tcrm. pr vide Contractor:r: -,) tull
C, - a - -Atle �ourits with Contrac-tor. All cli :ical records
of a ra d s a 11 ac, t
(including but not limited to paper charts and copies of any clinical electranic
files related to Contractor's clients and practice) shall rema..i.n the property of
Contractor, However, accounting records and copies of all electronic files will
remain the property of Orange! County, as is required for appropriate facility
opeynvion, handling of records requests, tax preparation, procossi-ng of
claims, ai-id participation in facility provl.de-r- netwojk audits.
SE(.T:[ON EIGHT
MISCELLANEOUS
constitutes the entire agreement between Orange C(unty and
wit-h res ect to the subject matter.in the -Contract 4nd supersedes all
P
pr ; .. Wussion.s, "_xntimounica t ions, understandings, and agreemeots, whether oral
or
The Contract may not be amended, noi. modified except in writing di)-Iy, e-xeceted by
both Orangf-:, (_':,O---unty and Contractor.
N,,ither Orange Courity nor Cori t.ra cta�r may as"3igyl, Jkn wl:lole Or 1.11 tile
Contract or any of their respective rights or obligations under`� the Contract,
ovitruM the tat,.ior w.r%i-tten consent of thi:,: )ther party.
The Contract may be executed in several counterparts, e a c h 4"3f vvhich will be
deerned an ariginal, and all of which will constitute one and tye same
instrument.
The parties agree that the laws of the State of North Carolina wi-Ij gove rn and
c c
antrol the validity, interpretation, performance, and enforcei6ent of the,
Contract.
Q witness whereof, the parties have executed the Contract, under seal and in
form as to be binding Wo day and year first above writtel.
FOR AND ON REHALF 01--' ORANGIE, COUNTY FOR AND ON BEIFIA-LF OF THE UN'IVERSITY
OF' NORTH CAROLINA At CHAPEL HILL
V/1 An
.................. I ia at Roper, M.
CIA.. .......... • Dean, School r
of Medi:cine and Qm,�:
............. ................................ Chancellor for, Me�. Affairs
H I
D h t
.......... ...........................................
................
Associate Dean & P�epartment, of
Al..].Aed flea.1th Scienco: s
UINC-Chape.- Hi.1j,
Date:
Of" pl-I ysi ca 1.
Therapy, q
0o�-,Pt. of Allied Hea.1th Sc.�iences
-chape.1. Hill
t e'
.........................
YV
M-e-ithew A. Maura, MD, 1EVACR, F'AHA
CE0,
hyliCll.aris
.................,.;.,..w::........................