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HomeMy WebLinkAbout2019-841-E Health - Durham County health dept lab servicesRevised 6/19 1 [Departmental Use Only] TITLE Durham HD Lab Svc. FY 2019-20 NORTH CAROLINA SERVICES AGREEMENT UNDER $90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 1st day of July, 2019, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Durham County Department of Public Health, (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 (insert type of project): Laboratory Services 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. 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 DocuSign Envelope ID: 4FE28997-8839-4B4D-BA87-1A027F8E5CED Revised 6/19 2 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 of its agents, contractors, employees, or assigns 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) 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. vi) In determining the basic services to be provided, should any documents be referenced in 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. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Durham County Department of Public Health will receive and analyze Chlamydia trachomatis (CT) and Neisseria gonorrhoeae (GC) specimens sent from Orange County Health Department clinics by NC state courier and report results to Orange County Health Department. The cost for each CT/GC NAAT testing (urine, vaginal/cervical, rectal, and pharyngeal) including supplies and reagents is $20.00 per test. 4. Duration of Services a. Term. The term of this Agreement shall be from 7/1/2019 to 6/30/2020. b. Scheduling of Services. DocuSign Envelope ID: 4FE28997-8839-4B4D-BA87-1A027F8E5CED Revised 6/19 3 i) The Provider shall schedule and perform its 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 its efforts, including providing additional resources and working overtime, as necessary, to perform its 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 7/1/2019. 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. The maximum amount payable for Basic Services shall not exceed Thirty-Six Thousand Dollars ($36,000). 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. Disputes. 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 a. Cooperation and Coordination. The County has designated (Pam McCall) 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 and/or 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. Provider acknowledges that it is covered for liability by a self- funded program and at the request of County will provide a self-insured letter from its Risk Management Department. Provider shall not commence work until Provider’s self- insured letter has been received by the County’s Risk Manager. 8. Indemnity a. Indemnity. To the extent permitted by law, the Provider agrees to be responsible for its own negligent acts or omissions and any and all claims, liabilities, injuries, suits, and DocuSign Envelope ID: 4FE28997-8839-4B4D-BA87-1A027F8E5CED Revised 6/19 4 demands and expenses of all kinds which may result from or arise out of any malfeasance or neglect caused or have alleged to have been caused by the Provider, its Employees, Officers, and Officials in the performance or omission of any act of responsibility under this Agreement. Notwithstanding the foregoing, nothing contained in this section shall be deemed to constitute a waiver of the governmental immunity of the Provider, which immunity is hereby reserved to Provider. 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 a. Termination for Convenience of the County. 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. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions DocuSign Envelope ID: 4FE28997-8839-4B4D-BA87-1A027F8E5CED Revised 6/19 5 a. Limitation and Assignment. 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. Governing 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. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are 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 identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. 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 non-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 the Orange County Non-Discrimination Policy 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. d. 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. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, 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. f. Severability. 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. g. 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 DocuSign Envelope ID: 4FE28997-8839-4B4D-BA87-1A027F8E5CED Revised 6/19 6 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. h. 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 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. i. Signatures. 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. j. 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 Provider’s Name Attention:Kimberlee Quatrone Durham County Department of Public Health P.O. Box 8181 414 E. Main Street Hillsborough, NC 27278 Durham, NC 27701 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 4FE28997-8839-4B4D-BA87-1A027F8E5CED Revised 6/19 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: _________________________________ County Manager By: __________________________________ Joanne F. Pierce Durham County Interim Public Health Director Printed Name and Title DocuSign Envelope ID: 4FE28997-8839-4B4D-BA87-1A027F8E5CED OFFICE of the COUNTY ATTORNEY, RISK MANAGEMENT | 200 E. MAIN ST, DURHAM, NC 27702 (919) 560-0115 | Fax (919) 560-0714 | SAFETY@dconc.gov RISK MANAGEMENT November 13, 2019 Orange County Health Department C/o: Kimberlee Quatrone 300 West Tryon Street Hillsborough, NC 27278 To Whom It May Concern: The County of Durham does not have professional liability insurance. Attached is a copy of our Certificate of Insurance that shows our coverages which include an Umbrella coverage. The County maintains an actuarially sound self-insurance program that covers medical malpractice and professional liability. The County has established uniform standards for claims against employees in accordance with N.C.G.S. §153A-97 and §160A-167. Our providers are covered by these standards during their employment with the County. To determine appropriate funding, the County performs an actuarial analysis each fiscal year (July 1). Current reserves are in excess of $6,000,000. Should you have any questions, please feel free to contact me. Sincerely, Janelle L. Owens Safety & Risk Manager DocuSign Envelope ID:4FE28997-8839-4B4D-BA87-lA027F8E5CED ,d►��vim® CERTIFICATE OF LIABILITY INSURANCE DATE/26/20 9(MMIDDNYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME:CONTACT Lori Staples _ Arthur J. Gallagher Risk Management Services, Inc. PHONE 336-217-5767 FAX 4700 Homewood Court, Suite 260 1AIC,No):336-275-1776 Raleigh NC 27609-5732 AODRRe • Lori Sta les a' .corn INSURERS)AFFORDING COVERAGE NAIC 8 INSURER A:Safety National Casualty Cor oration 15105 INSURED COUNOFD-01 INSURER B:Travelers Indemnity Company 25658 County of Durham Durham Co Courthouse INSURERC: 3rd Floor#200 INSURER D: Durham NC 27701 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:982070630 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSN�i iADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE POLICY NUMBER MM/DD/YYYY MM/DD/Yl'YY LIMITS A X COMMERCIAL GENERAL LIABILITY GLE4058675 8/1/2019 7/1/2020 EACH OCCURRENCE $2,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $500,000 _ MED EXP(Any one person) $ PERSONAL&ADV INJURY $2,000,000 GE_N'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 X POLICY D JECT LOC .PRODUCTS-COMP/OPAGG I$4,000,000 OTHER: Retention $1,000,000 A AUTOMOBILE LIABILITY CAE4058676 8/1/2019 7/1/2020 COMBINED SINGLE LIMIT $2 000,000 Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED —7 SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS _ HIRED NON-OWNED PROPERTYDAMAGE $ AUTOS ONLY AUTOS ONLY Per accident Retention $1,000.000 A UMBRELLA LIAB X OCCUR XPE4058677 8/1/2019 7/1/2020 EACH OCCURRENCE $8,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $8,000.000 DED RETENTION$ $ A WORKERS COMPENSATION SP4058706 7/1/2019 711/202D X I PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $2,000,000 OFFICERIM(Mandatory In ER EXCLUDED? N/A E.L.DISEASE-EA EMPLOYEE $2,000,000 (Mandatory In NH) If yes,describe under - - DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1$2,000,000 B Property KTKCMB2A02033919 7/1/2019 7/1/2020 Prop Blanket Limit $350,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) Excess Liability-Self Insured Retention:$1,000,000 Excess Workers'Compensation-Self Insured Retention:$600,000 County of Durham Self-Insured Retention:$1,000,000 any one occurrence(the County of Durham is Self-Insured for all losses up to and including this retention amount of$1,000,000). Excess Liability-This policy includes the following endorsement:North Carolina-Governmental Immunity Endorsement. Additional Insured endorsements for Certificate Holders are not included and not relevant to this policy due to the County of Durham's self-insured retention and See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN County of Durham ACCORDANCE WITH THE POLICY PROVISIONS. 200 E Main Street Durham NC 27701 AUTHORI DREPRESENTATIVE USA ���� ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:4FE28997-8839-4B4D-BA87-1A027F8E5CED AGENCY CUSTOMER ID: COUNOFD-01 _ LOG#: AC V ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Arthur J.Gallagher Risk Management Services,Inc. County of Durham Durham Co Courthouse POLICY NUMBER 3rd Floor#200 Durham NC 27701 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Governmental Immunity Endorsement. Property Deductible: Various Deductibles apply by coverage,but no lower than$25,000 in the occurrence to a maximum of$100,000 in the occurrence ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD