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STATE OF NORTH CAROLINA <br />P'0 3/6/~ <br />COUNTY OF ORANGE <br />• AGREEMENT BETWEEN <br />ORANGE COUNTY HEALTH DEPARTMENT <br />AND <br />Transverse, Inc. <br />This Agreement is made and entered into this 6th day of March, 2008 by and between the Orange County <br />Health Department, hereinafter referred to as "OCHD" and the named service provider, Transverse, Inc. hereinafter referred to <br />as the "Provider." <br />WITNESSETH: <br />WHEREAS, OCHD desires to contract with the Provider for professional services, in order to meet NC <br />DHHS agreement addenda deliverables for Strategic National Stockpile and respiratory fit protection programs and <br />WHEREAS, The Provider desires to provide those services; <br />NOW, THEREFORE, in consideration of the premises and of the following Mutual promises, covenants <br />and conditions, OCHD and the Provider agree as follows: <br />1. The Provider will: <br />• Revise the current Strategic National Stockpile Plan for Orange County to meet required TAR guidelines <br />• Conduct multidisciplinary training as indicated to meet the revised plan requirements <br />• Conduct 2 half-day trainings and fit test appropriate respiratory devices for each member of the OCHD clir, ical <br />• staff <br />2. OCHD will: <br />• Make staff available as needed for training, exercises and planning meetings. <br />• Grant full access to current and previous documents related to all hazards and pandemic planning. <br />3. The time period that this agreement shall cover begins on Mazch 6, 2008 and ends on June 30, 2008 or upon <br />submission of revised SNS Plan for Orange County and completion of the SNS training and respiratory fit testing. <br />4. OCHD shall remunerate the Provider at the amount of $13,050.00. Provider will submit to OCHD an invoice for <br />services rendered in three payments. OCHD will submit a request for check to the Orange County Financial Services <br />Department. They shall prepaze a check to Provider based on the Finance Department's schedule. <br />5. It is determined that this activity does not involve protected health information and therefore is not <br />subject to HIPAA rules and regulations. <br />6. In connection with Provider's activities as a consultant for the OCHD Preparedness Program, Provider agrees to abide <br />by all applicable federal, state and local confidentiality and privacy laws, policies and procedures. Provider will not <br />divulge confidential information to unauthorized persons. Provider understands that if Provider wrongfully discloses <br />such information that Provider may be liable and subject to litigation for money awards for damages. Provider <br />understands that if Provider should have any questions regarding OCHD's confidentiality policies and procedures, <br />Provider will seek clazification from OHCD Health Director. <br />6. The Provider hereby agrees to furnish services without regard to race, color, creed, sex or national origin. The <br />Provider hereby agrees to abide by pertinent Rules and Regulations of OCHD, Orange County, and the North Cazolina <br />Division of Health Services in the conduct of services. <br />• 7. Independent Contractor. The Provider shall perform all work and services described herein as an independent <br />contractor and not as an officer, agent, servant or employee of Orange County or the OCHD. Provider shall have <br />exclusive control of and the exclusive right to control the details of the services and work performed herewith and all <br />