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Home My WebLink About2017-101-E Health - Kathleen Crabbs Clark to facilitate racial equity framework & analysis DocuSign Envelope ID:5C8EBC60-867E-4666-9FB7-E0946CA7EDAE [Departmental Use Only] TITLE Clark, KC Equity Integrat FY 2016-2017 ORANGE COUNTY CONTRACT UNDER $15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 7th day of March, 2017, ("Effective Date") by and between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the "County"),party of the first part; and Kathleen Crabbs Clark(the "Provider"),party of the second part; WITNESSETH: 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 (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: Hold a workshop and three subsequent sessions to teach the OpenSource racial equity framework and how to apply it to the Orange County Health Department. See Exhibit A"Kathleen Crabbs Clark Health Department Equity Integration," which is attached. The term of this agreement rendered shall be from April 1, 2017 to June 30, 2017. 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 Four Thousand Dollars, ($4,000). 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 Revised 2/17 1 DocuSign Envelope ID:5C8EBC60-867E-4666-9FB7-E0946CA7EDAE Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is 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 consist of N/A (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 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, its agents, or assigns directly or indirectly related to the Services to be performed pursuant to this Agreement on the part of the Provider. 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 the 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. 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. Priority: In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. 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 affirms that Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. 10. 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. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 11. 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 Revised 2/17 2 DocuSign Envelope ID:5C8EBC60-867E-4666-9FB7-E0946CA7EDAE 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. [SIGNATURE PAGE TO FOLLOW] Revised 2/17 3 DocuSign Envelope ID:5C8EBC60-867E-4666-9FB7-E0946CA7EDAE IN WITNESS WHEREOF,County and the Provider have signed this Agreement, effective as of the day first written above. O GEsi LINTY pR fi ned by: INIA,litdt, l'A.1MtMt,V'S�,t,(i Craiik By: 037994B733:477 By: 10c14 F1A1 .4454 County Manager Title: Leadership Educator and coach 200 S. Cameron St. Kathleen Crabbs Clark P.O. Box 8181 256 Rubrum Drive Hillsborough,NC 27278 Hillsborough, NC 27278 Revised 2/17 4 DocuSign Envelope ID:5C8EBC60-867E-4666-9FB7-E0946CA7EDAE Exhibit A—Kathleen Crabbs Clark Health Department Equity Integration Our engagement with Kathleen Crabbs Clark will span approximately three months, beginning in April 2017.This initial phase will engage the 15-30 leaders who have been through racial equity training (REI, dRworks, etc.)to be effective ambassadors for racial equity analysis and strategy within the Health Department. It will deepen the skill and confidence of the group members, and provide a model for the remainder of departments and employees who will also benefit from bringing a racial equity lens to their work. The engagement will include the following: 1. Form and work closely with an Equity Leadership Team (ELT).This small group of four would help guide and champion this process, providing a critical feedback loop with the consultant team on session designs and next steps. 2. Hold a three-hour initial workshop to build a container for learning,teach the OpenSource racial equity framework, and practice applying the framework to particular issues of relevance. 3. In two subsequent,two-hour sessions, support leaders, working in their departmental groups, to brainstorm concerns particular to their departments, apply a racial equity analysis to them, and strategize on potential interventions. 4. In one final,two-hour session, gather again to review a particular intervention on which the department members are prepared to lead and discuss plans and support needed to move forward.And, strategize on next steps to encourage and support further learning and engagement in racial equity across the Health Department. 5. Throughout the engagement, provide support and coaching on communicating your learning and work with the full staff, to ensure transparency and model leadership for racial equity. Compensation Orange County Health Department agrees to compensate Kathleen Crabbs Clark a flat fee of$4,000 for the activities and deliverables outlined above, as well as project oversight and communication. Orange County Health Department also will arrange for and cover all other costs associated with the engagement, including meeting space, materials preparation,translation and interpretation services, and logistical support as needed. Orange County Health Department acknowledges that it does not own the materials, research, and tools developed prior to this contract and used or adapted in preparation for performance under this contract. DocuSign Envelope ID:5C8EBC60-867E-4666-9FB7-E0946CA7EDAE From: Cobv Austin To: Kimberlee Ouatrone Subject: FW: Insurance waiver- Kathleen Crabbs Clark Date: Tuesday,March 07,2017 9:20:27 AM Attachments: imaae001.i na imaae004.ona imaae005.i na imaae007.ona imaae010.i na imaae011.onq Coby Jansen Austin, MPH Director of Programs and Policy Family Success Alliance & Board of Health Phone: 919-245-2070/ Fax: 919-245-0896 4 ImprovAng health 11'"spA tin g change, 1LHu From: Colleen Bridger Sent: Tuesday, February 21, 2017 8:57 AM To: Coby Austin Subject: Re: Insurance waiver - Kathleen Crabbs Clark Approved Sent from my Verizon Wireless 4G LTE DROID Coby Austin <caustin cr,orangecountync.gov> wrote: Colleen, Can you please approve an insurance waiver for Kathleen Crabbs Clark? We have decided to contract directly with Ms. Clark to facilitate racial equity work within the Health Department. This will entail a series of facilitated meetings with subgroup of staff that have participated in Racial Equity trainings.The meetings will be on-site in Hillsborough over the course of several months. The contract will be for$4,000. She does not have proof of insurance because she is functioning as an independent contractor and DocuSign Envelope ID:5C8EBC60-867E-4666-9FB7-E0946CA7EDAE is covered by her homeowner's insurance. Thanks, Coby Coby Jansen Austin, MPH Director of Programs and Policy Family Success Alliance & Board of Health Phone: 919-245-2070/ Fax: 919-245-0896 44 n'I° p ono' health inspiring i ha ;ge,, d m