HomeMy WebLinkAbout2008-021 Health - Transverse Inc for Public Health Emergency Preparedness ActivitiesSTATE OF NORTH CAROLINA
P'0 3/6/~
COUNTY OF ORANGE
• AGREEMENT BETWEEN
ORANGE COUNTY HEALTH DEPARTMENT
AND
Transverse, Inc.
This Agreement is made and entered into this 6th day of March, 2008 by and between the Orange County
Health Department, hereinafter referred to as "OCHD" and the named service provider, Transverse, Inc. hereinafter referred to
as the "Provider."
WITNESSETH:
WHEREAS, OCHD desires to contract with the Provider for professional services, in order to meet NC
DHHS agreement addenda deliverables for Strategic National Stockpile and respiratory fit protection programs and
WHEREAS, The Provider desires to provide those services;
NOW, THEREFORE, in consideration of the premises and of the following Mutual promises, covenants
and conditions, OCHD and the Provider agree as follows:
1. The Provider will:
• Revise the current Strategic National Stockpile Plan for Orange County to meet required TAR guidelines
• Conduct multidisciplinary training as indicated to meet the revised plan requirements
• Conduct 2 half-day trainings and fit test appropriate respiratory devices for each member of the OCHD clir, ical
• staff
2. OCHD will:
• Make staff available as needed for training, exercises and planning meetings.
• Grant full access to current and previous documents related to all hazards and pandemic planning.
3. The time period that this agreement shall cover begins on Mazch 6, 2008 and ends on June 30, 2008 or upon
submission of revised SNS Plan for Orange County and completion of the SNS training and respiratory fit testing.
4. OCHD shall remunerate the Provider at the amount of $13,050.00. Provider will submit to OCHD an invoice for
services rendered in three payments. OCHD will submit a request for check to the Orange County Financial Services
Department. They shall prepaze a check to Provider based on the Finance Department's schedule.
5. It is determined that this activity does not involve protected health information and therefore is not
subject to HIPAA rules and regulations.
6. In connection with Provider's activities as a consultant for the OCHD Preparedness Program, Provider agrees to abide
by all applicable federal, state and local confidentiality and privacy laws, policies and procedures. Provider will not
divulge confidential information to unauthorized persons. Provider understands that if Provider wrongfully discloses
such information that Provider may be liable and subject to litigation for money awards for damages. Provider
understands that if Provider should have any questions regarding OCHD's confidentiality policies and procedures,
Provider will seek clazification from OHCD Health Director.
6. The Provider hereby agrees to furnish services without regard to race, color, creed, sex or national origin. The
Provider hereby agrees to abide by pertinent Rules and Regulations of OCHD, Orange County, and the North Cazolina
Division of Health Services in the conduct of services.
• 7. Independent Contractor. The Provider shall perform all work and services described herein as an independent
contractor and not as an officer, agent, servant or employee of Orange County or the OCHD. Provider shall have
exclusive control of and the exclusive right to control the details of the services and work performed herewith and all
persons performing the same and working herein shall not be construed as creating a partnership or joint venture
between Orange County or the OCHD and Provider. Provider shall not be considered an officer, agent, servant or
employee of Orange County or OCHD, nor shall Provider be entitled to any benefits available or granted to employees
• of Orange County or OCHD.
8. Provider shall obtain, at her sole expense, worker's compensation insurance (to the extent the same is required by
North Carolina law).
9. Provider agrees to defend, indemnify, and hold harmless the County, for all loss, liability, claims or expense (includi:g
reasonable attorney's fees) arising from bodily injury, including death or property damage, to any person or persons
caused in whole or in part by the negligence or misconduct of the Provider, except to the extent same are caused by the
negligence or willful misconduct of the County. It is the intent of this section to require Provider to indemnify the
County to the extent permitted under North Carolina law.
10. This Agreement or its renewals may be terminated with 30 days notice without Penalty by either party.
11. This Agreement contains the entire understanding of the parties and shall not be altered, amended or modified, except
by an agreement in writing executed by the duly authorized officials of both parties.
12. The laws of North Carolina shall govern the validity and interpretations of the provisions, terms and conditions of the
Agreement.
In WITNESS WHEREOF, the parties have hereunto signed this Agreement in their official capacities on the day and year
listed below.
FOR AND ON BEHALF OF
ORANGE COUNTY HEE~LTH DEPARTMENT
osemary L. S ers, ealth Director
~ /~c-.
DATE:
FOR AND ON BEHALF OF
ORANGE COUNTY
Barry Jacobs,
Orange Count
ORANGE COUNTY FINANCE DIItECTOR
"This instrument has been preaudited in the manner
required by the Local Government Budget and fiscal
Control Act."
ia~irector
FOR AND N BEHALF OF PROVIDER
~~~~~~"-
Kate Abell, Transve se, In .
DATE: ~ l a'
• DATE: ~