HomeMy WebLinkAbout2018-783 Aging - UNC Partnerships in Aging Lavalley MAP home repair coordination ire 2CI9 � 7,6S
STATE OF NORTH CAROLINA
COUNTY OF ORANGE
SERVICES AGREEMENT BETWEEN
THE UNIVERSITY OF NORTH CAROLINA . AT CHAPEL HILL
Partnerships in Aging Program
AND
ORANGE COUNTY DEPARTMENT ON AGING
THIS SERVICES AGREEMENT ("Agreement " ) made effective July 1 , 2018 , by and between
The University of North Carolina at Chapel Hill for its Partnerships in Aging Program , (the
" UNCPIAP ") , and Orange County, a local political subdivision of the State of North Carolina, by and
through its Department on Aging ( " OCDOA ") ,
WHEREAS , the University employs a graduate assistant, Ryan Lavalley, doctoral candidate in
Occupational Science , ( "Mr . Lavalley" or "University Personnel ") , with expertise in aging, health
services , research methods , community health , and clinical geriatrics ; and
WHEREAS , OCDOA desires to engage Mr Lavalley to & advise OCDOA on process ,
development and implementation of Orange County ' s Master Aging Plan (the " Services ") and
WHEREAS , consistent with the goals and purposes of the University , University wishes to
provide the OCDOA the Services of University Personnel ; and
WHEREAS , the University and the OCDOA from time to time enter into agreements to provide
personnel , services , and budgetary support for many programs for the joint benefit and interest of the
parties ; and
WHEREAS , performance of the activity described herein is consistent with the parties ' goals of
program development, research , teaching, education , and public service .
NOW , THEREFORE in consideration of the following mutual promises , covenants , and
conditions , the OCDOA and the University agree as follows :
1 , The University will assign Mr . Lavalley to provide the Services to OCDOA as set forth
herein at a level commensurate with 10 hours per week during the contract period July 1 , 20184une 30 ,
2019 .
2 . In return for the Services , OCDOA agrees to pay the University an amount consistent
with the salary and benefit expense associated with Mr . Lavalley which is approximated to be $ 10 , 000 .
OCDOA will pay the University quarterly upon receipt of invoice from the University for actual expenses
(as set forth above) incurred during the immediately preceding month .
3 . The parties agree that the compensation provided herein has been determined in arm ' s
length bargaining, is consistent with fair market value in arm ' s - length transactions , and is paid pursuant to
an agreement that is commercially reasonable and for identifiable services . Furthermore , the University ' s
compensation is not and has not been determined in a manner that takes into account the volume or value
of any referrals or business otherwise generated for or with respect to OCDOA or between the parties for
which payment may be made in whole or in part under Medicare , or any state health care program , or
under any other payor program .
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4 . This Agreement shall run from July 1 , 2018 through June 30 , 2019 (the " Term " ) , and
may be renewed thereafter upon the mutual written agreement of the parties hereto . Either party may
terminate this Agreement without cause upon sixty (60 ) days ' written notice to the other party . In the
event of such termination , any payment due shall be prorated to the date of termination .
5 . The University Personnel providing services under this Agreement are employees of the
University for all purposes .
6 . Each party shall comply with all laws , ordinances , codes , rules , regulations , and licensing
requirements that are applicable to the conduct of its business and the performance of this Agreement,
including those of federal , state , and local agencies having jurisdiction and/or authority .
7 . Pursuant to 42 U . S . C . § 1395x (v ) ( 1 ) ( 1 ) , the University shall provide the Secretary of the
Department of Health and Human Services and the Comptroller General of the United States (or their
representatives ) access to this Agreement and to its books , documents , and records necessary to verify the
nature and extent of the cost of the Services provided under this Agreement . If the University carries out
any of the duties of this Agreement with a subcontract with a value of ten thousand dollars ( $ 10 , 000 ) or
more in any twelve ( 12 ) month period, with a related organization , the subcontract shall contain a clause
providing the same access to the subcontractor ' s agreement and books , documents , and records as is
provided by the first sentence of this Section .
8 . The University may not subcontract any of the duties of this Agreement without the
express written consent of OCDOA .
9 . The OCDOA and the University hereby agree that in their educational and/or
employment practices each will comply with such nondiscrimination laws as may be applicable to it in
the performance of this Agreement .
10 . Except upon the express written consent of the other party or as required by law, the
University and OCDOA agree not to disclose any Confidential Information ( as defined hereafter) that
concerns or relates to the obligations and operations of each party under the terms of this Agreement, to
persons other than the following ; ( 1 ) accountants , attorneys or management of either University or
OCDOA having a need to know and who are bound by confidentiality restrictions ; ( ii) members of state
or federal survey, licensing or accrediting agencies , as applicable ; and ( iii ) third parties entitled to such
information in conjunction with judicial , administrative, and other similar legal proceedings in which
such information is not privileged and must be disclosed . For purposes of this Agreement, the term
" Confidential Information " shall be defined to include, but not be limited to , all University and OCDOA
financial information ( including, but not limited to , managed care contracting procedures and strategies ,
managed care reimbursement rates , and third party payor reimbursement procedures) , strategic , business ,
and marketing plans, credentialing information and utilization information . This provision shall not be
applicable to information made public through any means , other than an act or omission of the University
or OCDOA . The University ' s and OCDOA ' s compliance with this Section 10 is subject to the provisions
of the North Carolina Public Records Act . University agrees to require University Personnel to sign
acknowledgement of this Agreement, including the confidentiality restrictions of this Section 10 ,
11 . This Agreement contains the entire understanding of the parties with respect to the
subject matter hereto and shall not be altered, amended, or modified without the written consent of the
duly authorized official of each party . This Agreement may be executed in any number of counterparts ,
each of which shall be deemed an original , but all of which shall together constitute one and the same
instrument . The parties agree that copies or electronic versions of this Agreement shall have the same
force and effect as the original executed copies .
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12 . The laws of the State of North Carolina shall govern the validity and interpretation of the
terms and conditions of this Agreement .
13 . To the extent permitted by and in accordance with the North Carolina Tort claims
Act , UNCPIAP will indemnify OCDOA for any liability or loss arising from the negligent action
or omissions of UNC Partnerships in Aging Program in performance of the Contract . OCDOA ,
to the extent of North Carolina law will be solely responsible for the OCDOA ' s acts or 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 . Each Party, to the
extent of North Carolina law will indemnify and hold harmless the other Party with respect to
any and all losses , costs , damages or other liabilities , including without limitation reasonable
attorney ' s fees , arising from the actions or omission of the Party and/or its employees ,
representatives and agents . The indemnification in this section shall survive the termination of
the Contract .
SIGNATURE PAGE FOLLOWS
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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 FOR AND ON BEHALF OF
THE UNIVERSITY OF NORTH CAROLINA ORANGE COUNTY DEPARTMENT ON AGING
AT CHAPEL HILL
Jonathan ruitt Bonnie Hammersley
Vice Chan ellor for Finance and Operations County Manager
P ty g
Date : � i ` � Date : /
ACKNOWLEDGED AND A REED BY :
Mr Ryan javal.
Date : _I l
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