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Home My WebLink About2019-379-E Aging - Jennifer Ginsburg wellness instructorRevised 12/18 1 [Departmental Use Only] TITLE Wellness Instructor FY 2019-20 ORANGE COUNTY CONTRACT UNDER $5,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this first day of July, 2019, (“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 Jennifer Ginsburg (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: Fit Feet nursing service The term of this agreement rendered shall be from July 1, 2019 to June 30, 2020. 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 three- thousand dollars, ($20.00 per hour). 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 DocuSign Envelope ID: CF846751-E6B1-4B2E-BD71-5008930BB362 Revised 12/18 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 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 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 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 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. 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: CF846751-E6B1-4B2E-BD71-5008930BB362 Revised 12/18 3 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. IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVIDER By: _________________________ By: _________________________ Department Director Title: ________________________ 200 S. Cameron St. Jennifer Ginsburg P.O. Box 8181 215 Bolder Bluff Trail Hillsborough, NC 27278 Chapel Hill, NC 27516 DocuSign Envelope ID: CF846751-E6B1-4B2E-BD71-5008930BB362 DocuSign Envelope ID:CF846751-E6B1-4B2E-BD71-5008930BB362 HEALTHCARE PROVIDERS SERVICE CNAORGANIZATION PURCHASING GROUP Certificate of 11wuranre ansoo OCCURRENCE POLICY FORM Print Date: 5/13/2019 Producer Branch Prefix Policy Number Policy Period 018098 970 HPG 0678249468 from 06/01/19 to 06/01/20 at 12:01 AM Standard Time Named Insured and Address: Program Administered by: Jennifer Ginsburg Nurses Service Organization 215 Boulder Bluff Trl 1100 Virginia Drive, Suite 250 Chapel Hill, NC 27516-9657 Fart Washington, PA 19034 1-800-247-1500 www.nso.com Medical Specialty: Code: insurance is provided by: Registered Nurse 80964 American Casualty Company of Reading, Pennsylvania 333 S. Wabash Avenue, Chicago, IL 60604 Professional Liability $1,000,000 each claim $6,000,000 aggregate Your professional liability limits shown above include the following: Good Samaritan Liability W 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,OOiD per deposition S 10,000 aggregate Assault $ 25,000 per incident $25,000 aggregate Includes Workplace Violence Counseling Medical Payments $ 25,000 per person S 100,000 aggregate First Aid $ 10,000 per incident $10,000 aggregate [Damage to Property of Others $ 10,D00 per incident $10,000 aggregate Information Privacy(HIPAA) Fines and Penalties $ 25,000 per incident $25,000 aggregate Media Expense $ 25,000 per incident $ 25,000 aggregate Workplace Liability Workplace Liability Included in Professional Liability Limit shown above Fire &Water Legal Liability Included in the PL limit shown above subject to $150,000 aggregate sublimit Personal Liability $1,000,000 aggregate Total: $ 106.00 Base Premium $106.00 Premium reflects Employed , Part Time Policy Forms& Endorsements(Please see attached list for a general description of many common policy forms and endorsements.) G-121500-D GSL10545NC G-121503-C G-121501-C G-145184-A G-147292-A GSL15563 GSL15564 GSL16565 GSL17101 GSL13424 CNA80051 CNA80052 G-123846-C32 GNA81753 CNA81758 CNA82011 CNA89027 CNA89026 Keep this document in a safe place.It and proof of payment are your proof of coverage. There is no coverage in force unless the premium is paid in full.In order Chairman❑f th Board Secretary to activate your coverage,please remit premium in full by the effective date of this Certificate of insurance. Master Policy#188711433 G-141241-B(03/2010) Coverage Change Date: Endorsement Change Date. DocuSign Envelope ID:CF846751-E6B1-4B2E-BD71-5008930BB362 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 GSL10546NC North Carolina Amendatory Endorsement G-121503-C Workplace Liability Form G-121501-C Occurrence Policy Form G-145184-A Policyholder Notice- ❑FAC Compliance Notice G-147292-A Policyholder Notice- Silica, Maid&Asbestos Disclosure 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 GSL13424 Services to Animals ONA80051 Amended Definition of Personal Injury Endorsement GNA80052 Distribution or Recording of Material or Information in Violation of Law Exclusion Endorsement G-123846-032 North Carolina Cancellation and Non-Renewal CNA81753 Coverage & Cap on Losses from Certified Acts Terrorism CNA81758 Notice- Offer of Terrorism Coverage& Disclosure of Premium CNA82011 Related Claims Endorsement CNA89027 Entity Exclusion Endorsement CNA89026 Media Expense Coverage PLEASE REFER TO YOUR CERTIFICATE OF INSURANCE FOR THE POLICY FORMS & ENDORSEMENTS SPECIFIC TO YOUR STATE AND YOUR POLICY PERIOD. For NJ residents: The PLIGA surcharge shown on the Certificate of Insurance is the NJ Property& Liability Insurance Guaranty Association. For KY residents- The Surcharge shown on the Certificate of Insurance is the KY Firefighters and Law Enforcement Foundation Program Fund and the KY LGPT is the KY Local Government Premium Tax which includes charges at a municipality and/or county level. For WV residents: The surcharge shown on the Certificate of Insurance is the WV Premium Surcharge. For FL residents: The FIGA Assessment shown on the Certificate of Insurance is the FL Insurance Guaranty Association -2012 Regular Assessment. Form#:G-141241-B{03/2010) Named Insured:Jennifer Ginsburg Master Policy#:188711433 Policy#:0678249468