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HomeMy WebLinkAbout2019-484 Aging - UNC School of Medicine physical assessment screening 18-2062A009 INDEPENDENT CONTRACTOR AGREEMENT This INDEPENDENT CONTRACTOR AGREEMENT ("Contract") is made July 1, 2019, between Orange County, Department on Aging, and The University of North Carolina at 7'Chapel Hill ("Contractor ") , for community outreach to be rendered by Carol Giuliani, PT, PhD, Karen McCulloch, PT, PhD, Deborah Thorpe, PT, PhD, and Vicki Mercer, PT, PhD, employees of Contractor and students under their direct supervision. RECITALS A. Orange County operates two Senior Centers in Orange County, NC: Robert and Pearl Seymour Center at 2551 Homestead Road, Chapel Hill, NC 27516; Central Orange Senior Center at 515 Meadowlands Drive, Hillsborough, NC 27278 and Orange County desires to have the following services provided at these senior centers at the same addresses: wellness screening, including physical assessment of balance, strength flexibility, and endurance, and activity recommendations for clients. B. Orange County desires to retain Contractor for community outreach to be rendered by Carol Giuliani, PT, PhD, Karen McCulloch, PT, PhD, Vicki Mercer, PT, PhD; and Deborah Thorpe, PT, PhD, and students under their direct supervision to perform such services for Orange County under the terms and conditions set forth in the Contract. Students may be on-site under a separate executed affiliation agreement or as a volunteer. In no event shall students be paid for services rendered pursuant to this Agreement. In consideration of the mutual promises set forth in the Contract, it is agreed by and between Orange County and Contractor: SECTION ONE DESCRIPTION OF SERVICES The services to be performed by Contractor include wellness screening services generally performed by physical therapists including but not limited to physical assessment of balance, strength flexibility, and endurance, and activity recommendations for center clients. Contractor will provide on-site supervision by faculty of students who are not licensed professionals. Contractor will provide a series of scheduled screening sessions (a minimum of four hours per month and no more than 8 hours per day per site) . Contractor may also provide other evaluation and intervention services for which Contractor will bill to clients or insurances as UNC P&A University Physical Therapy. SECTION TWO PAYMENT Orange County will pay Contractor $35/hour for wellness screening services in addition to a 10% administrative overhead fee, the total amount to be paid by Orange County will not exceed Six Thousand Dollars ($6,000) . Contractor will provide billings reports to the Orange County Wellness Coordinator for all client screening service during teach session date. Contractor will submit a bill at 90 day intervals for screening services rendered , payable within 30 days of receipt . Orange County will provide payment to the University within 30 days of receipt of contractor bill . SECTION THREE OBLIGATIONS OF CONTRACTOR Contractor will : a . Perform the services under the Contract in strict adherence to the professional standard of care , as well as the applicable professional code of ethics . b . Promptly communicate by telephone to the Orange County , Department on Aging Wellness Coordinator , interruptions , or problems with scheduling . c . Make every effort to help clients / participants understand the relationship between the Contractor and the Orange County , Department on Aging in providing wellness screening . \ d . Maintain all requisite record keeping and documentation at the Orange County , Department on Aging , in accordance with the requirements of Health Insurance Portability and Accountability Act of 1996 ( " HIPPA " ) and any amendments thereto . Contractor records will fully disclose the extent of the services and recommendations provided to each participant . e . Keep confidential any information about client / participants which is shared by Orange County or the client / participant . Such information shall be shared only among Orange County and Contractor staff who need to know in order to coordinate , manage , or deliver services to the client . f . Conduct a thorough screening assessment and create recommendations for each client using the assessment tools provided by or approved by Orange County , and to provide to Orange County copies of assessments once completed . g . Provide to each client a copy of their screening assessment and any other documentation as necessary to ensure they are informed about recommendations for physical health improvement . h . Provide billings reports to the Orange County Wellness Coordinator for all client service during a session date . i . Submit a bill at 90 day intervals for services rendered , payable within 30 days of receipt . 1 . Meet with Orange County staff at their request to discuss service provision . SECTION FOUR OBLIGATIONS OF ORANGE COUNTY Orange County will provide , at Orange County ' s sole expense , appropriate administrative support to Contractor , including , but not limited to : staff assistance as needed , materials and supplies for participants , and appointment scheduling . Orange County will provide Contractor adequate space / areas for screening services . Orange County will maintain all records related to screening provided by contractor for three years from the first date of service and in accordance with the requirements of Health Insurance Portability and Accountability Act of 1996 ( " HIPPA " ) and any amendments thereto , and make records available to contractor for inspection . Orange County shall use its best efforts to provide the support and services described in this Section Four . Orange County will comply with , and ensure its employees will comply with , all applicable federal and state laws and codes of ethics , including but not limited to HIPPA and other privacy or confidentiality laws or codes . SECTION FIVE RELATIONSHIP OF PARTIES The parties agree that Contractor is an independent contractor , and nothing in the Contract creates an employer - employee or a principal - agent relationship , partnership or joint venture between Orange County and Contractor . The Contract also does not create any such relationship between Orange County ' s employees and Contractor . The conduct and control of Contractor ' s services performed under the Contract will lie solely with Contractor . On - site students are not and shall not be deemed to be employees or agents of Contractor . Orange County will provide Contractor a form 1099 at year end to be submitted to the Federal and State taxing authorities for any fees paid to Contractor by Owner . No Federal , FUTA , Social Security , State of North Carolina or North Carolina Unemployment Tax will be withheld nor deposited on Contractor ' s behalf . Contractor is urged to consult an accountant for guidance in establishing tax payment schedules which are appropriate for Contractor ' s situation . Contractor is associated with Owner only on a sub - contractual basis . SECTION SIX LIABILITY AND INDEMNIFICATION The services to be performed under the Contract will be performed at Contractor ' s risk , and Contractor assumes all responsibility for practicing according to the laws of the state of North Carolina and the applicable Codes of Ethics for professional conduct . Contractor will carry , for the term of the Contract , professional self - liability insurance in an amount acceptable to Orange County : minimum coverage of $ 1 , 000 , 000 per occurrence / $ 3 , 000 , 000 aggregate . Owner agrees to maintain adequate general business liability and hazard insurance for the center , including adequate premise liability insurance during the term of the Contract . To the extent permitted by and in accordance with the North Carolina Tort Claims Act , Contractor will indemnify Orange County for any liability or loss arising from the negligent actions or omissions of Contractor in Contractor ' s performance of the Contract . Orange County will be solely responsible for Orange County ' s acts and omissions and those of its employees , representatives and agents , including but not limited to any and all wrongful acts and negligence of its employees , representatives and agents . Orange County will indemnify and hold harmless Contractor with respect to any and all losses , costs , damages or other liabilities , including without limitation reasonable attorneys ' fees , arising from the actions or omissions of Orange County and / or its employees , representatives and agents to the extent permissible under North Carolina law . The indemnification in this Section Six shall survive the termination of the Contract . SECTION SEVEN TERM AND TERMINATION Unless sooner terminated , the Contract shall remain in force until June 30 , 2020 . The Contract may then be negotiated and renewed by written agreement of the parties annually . The Contract may be terminated as follows : a . By mutual written consent of the parties b . By either party upon sixty days ' prior written notice to the other ; c . By either party upon the other party ' s material breach of any obligations under the Contract , and the breach is not cured within a reasonable time ; d . By contractor upon dissolution , bankruptcy , sale of substantially all of the assets , or a change of managing control of Orange County , or if Orange County ceases to engage in the business of providing senior center services ; or e . By Contractor if the practice is no longer located at the address set forth in the Recital A above . Upon termination of the Contract , Orange County will provide Contractor a full accounting of and settle all accounts with Contractor . All clinical records ( including but not limited to paper charts and copies of any clinical electronic files related to Contractor ' s clients and practice ) shall remain 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 operation , handling of records requests , tax preparation , processing of insurance claims , and participation in facility provider network audits . SECTION EIGHT MISCELLANEOUS The Contract constitutes the entire agreement between Orange County and Contractor with respect to the subject matter in the Contract and supersedes all prior discussions , communications , understandings , and agreements , whether oral or written . The Contract may not be amended , nor modified except in writing duly executed by both Orange County and Contractor . Neither Orange County nor Contractor may assign , in whole or in part , the Contract or any of their respective rights or obligations under the Contract , without the prior written consent of the other party . The Contract may be executed in several counterparts , each of which will be deemed an original , and all of which will constitute one and the same I nstrument . The parties agree that the laws of the State of North Carolina will govern and control the validity, interpretation, performance, and enforcement of the Contract. In witness whereof, the parties have executed the Contract, under seal and in such form as to be binding the day and year first above written. FOR AND ON BEHALF OF ORANGE COUNTY FOR AND ON BEHALF OF THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL P in d Name: .4- e Wesley A. Burks, M.D. Tkde: >4Le4(ov, 0Dean, UNC School of Medicine and Vice Date: 10-191-/j Chancellor for Medical Affairs CEO, UNC Health Care System Date: 7 11 2019 Mau, *Va)f Step en R. Hooper, P D Associate Dean & Chair, Department of Allied Health Sciences UNC-Chapel Hill Date: fir. A . Deborah Givens, PT, D, DPT Director, Division of Physical Therapy, Dept. of Allied Health Sciences UNC-Chapel all Date: ( 1-7. / MAtth~A. Maurg- Matthew A.Mauro(Jul 11,2019) Mathew A. Mauro, MD, FACR, FSIR, FAHA CEO, UNC Faculty Physicians Date- 7/11/19