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HomeMy WebLinkAbout2012-099 Health - Person County Bioterrorism Coordinator $36,000,~oiz~~~~ NORTH CAROLINA ~ye4 /~k [Departmental Use Only] TITLE Preparedness Person County FY 2012-2013 SERVICES AGREEMENT UNDER $90,000.00 ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this lst day of July, 2012, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") and Person County Health Department, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (Preparedness project): shared resources between Person County and Orange County in order that both counties can complete the deliverables as stated in the Preparedness Agreement Addendum 514 (AA514) and any subsequent Preparedness Agreement Addenda issued by the North Carolina Division of Public Health pursuant to federal and state grant requirements. These requirements may vary during the year as the federal program dictates changes. Changes to the Agreement Addenda will be distributed by the Office of Public Health Preparedness and Response (PHP & R) at the Division of Public Health. "Preparedness Coordinator (PC)" refers to an individual identified who is the person responsible for fulfilling the planning processes and writing the plans as required by the AA514 or subsequent addenda. ii) By executing this Agreement, the 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. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. Revised March 2012 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) 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. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) Provider agrees that Provider, its employees, agents and its subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of Provider's services under this Agreement. vi) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): b. The Preparendess Coordinator (PC) shall ensure that all agreement deliverables for the 2012-2013 year are met with the exception of the OSHA compliant respiratory Revised March 2012 2 protection program which will be the responsibility of the Orange County Health Department. c. Person County shall not subcontract any of the services provided for in this Agreement or to fulfill the requirements of the 514 AA without prior discussion and written approval of Orange County Health Department. d. Person County Health Department (Provider) shall hire and supervise a full-time Public Health Nurse III as the Public Health Preparedness Coordinator. The Provider shall inform Orange County Health Department (County) in the event of a resignation. e. Provider will ensure that the PC has a cell phone. f. Each health department will maintain office space for the PC that contains a telephone and a desktop or laptop computer. g. Each health department will ensure that the PC has access to county email systems and electronic files sufficient to accomplish the deliverables. h. Each health department will ensure that basic office supplies are available at each location for the PC's use. i. Each health department's finance officer will be responsible for submitting the financial Electronic Monthly Report (EMR) to the Division of Public Health. j. Each health department and county government will supply statistics and information as required to complete the deliverables in this agreement and in the agreement addendas specified by the NC Division of Public Health. k. The health directors will hold monthly conference calls between health directors, the PC, and other staff as determined by each health director for the purpose of coordinating the accomplishment of deliverables. 1. Each health director and/or a health director designee, will make a minimum of one hour a week available to the PC for a meeting. m. Each health director will ensure that health department employees assist and support the completion of the required and recommended training programs and other deliverables. n. The PC will spend sufficient time in each county to ensure that the deliverables are accomplished (an average of 2 and 1/2 days per week). 4. Duration of Services a. Term. The term of this Agreement shall be from July 1, 2012 to June 30, 2013. b. Scheduling of Services. i) The Provider shall schedule and perform his activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate his efforts, including providing additional resources and working overtime, as necessary, to perform his services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be July 1, 2012. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement except for any authorized Reimbursable Expenses which are defined herein. The Revised March 2012 3 m~imum amount payable for Basic Services shall not exceed 38,000 Dollars ($38,000). Provider shall submit an invoice for services on a monthly basis in the amount of $3,000 for each month for the period July 1, 2012-June 30, 2013. Funds necessary to cover additional expenses incurred to ensure that deliverables are met will be invoiced no later than May 31, 2013 and may not exceed the total amount of this contract ($38,000). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Dis utes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. 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. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County Cooperation and Coordination. The County has designated (the Orange County Health Director) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager andlor the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. The Provider shall purchase and maintain and shall cause each of his subcontractors to purchase and maintain, during the period of performance of this Agreement: i) Worker's Compensation Insurance for protection from claims under workers' or workmen's compensation acts; ii) Comprehensive General Liability Insurance covering claims arising out of or relating to bodily injury, including bodily injury, sickness, disease or death of any of the Provider's employees or any other person and to real and personal property including loss of use resulting thereof; iii) Comprehensive Automobile Liability Insurance, including hired and non-owned vehicles, if any, covering personal injury or death, and property damage; and iv) Professional Liability Insurance, covering personal injury, bodily injury and property damage and claims arising out of or related to the performance under this Agreement by the Provider or his agents, Providers and employees. Revised March 2012 4 b. Insurance Ratin~. The minimum insurance rating for any shall be Best's A. ~~ ~ ~ .~_,~ ~. .~.,~i the Provider c. Limits of Covera~e. Minimum limits of insurance coverage shall be as follows: INSURANCE DESCRIPTION MINIMUM REQUIRED COVERAGE • Worker's Compensation Limits for Coverage A- Statutory State of N.C. Coverage B - Employers Liability $500,000 each accident and policy limit and disease each employee • Commercial General Liability $1,000,000 Each Occurrence; $2,000,000 Aggregate. • Automobile Liability Combined Single Limit $500,000 • Professional Liability ~~p,~~ ~ ~ ' ~ ; ~..,d ,;~~. ~ ~~ _ d. Additional Insured. All insurance policies (with the exception of Worker's Compensation and Professional Liability) required under this Agreement shall name the County as an additional insured party. Evidence of such insurance shall be furnished to the County, together with evidence that each policy provides the County with not less than thirty (30) days prior written notice of any cancellation, non-renewal or reduction of coverage. 8. Indemnity a. Indemnitv. The Provider agrees to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and 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 provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination Revised March 2012 a. Termination for Convenience of the Countv. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days' prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 11. Additional Provisions a. Limitation and Assi n~. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governin~ Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. c. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. d. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, Revised March 2012 6 representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. e. Severabilitv. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. g. Non-Appro riation. 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. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. h. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Attention:Health Director P.O. Box 8181 Hillsborough, NC 27278 Provider's Name Janet Clayton Health Director Person County Health Dept 355 S. Madison Blvd #A Roxboro NC 27573 Revised March 2012 7 ~ ~, IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By' By: .-~c~.' 9-~--- Frank Clifton, unty Manager eidi York, Per n County Manager This instrument has been approved as to technical content. ~~ Colleen Bridger, Department ' ctor Janet layton, Person Cou y Health Director This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. C~ G'~.~, ~J. 1~, Office of the Finance Director Th' n tru t as been approved as to form and legal sufficiency. Off' e of the unty A torney Revised March 2012 8