HomeMy WebLinkAbout2020-482-E Health-UNC Dept of Family Medicine medical director servicesRevised 7/20
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[Departmental Use Only]
TITLE UNC CHG Subcontract
FY 2020-2021
ORANGE COUNTY
UNC CHG SUBCONTRACT
NORTH CAROLINA
THIS AGREEMENT, made and entered into this first day of July, 2020, (“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 The University of North Carolina at Chapel Hill (the "Provider"), party
of the second part;
W I T N E S S E T H:
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: Assist the Orange County Health Department Nutrition Services in
execution of deliverables for the Community Health Grant by completing the duties described in the attached
Exhibit A "Scope of Work" under the section entitled "UNC Department of Family Medicine Duties."
The term of this agreement rendered shall be from July 1, 2020 to June 30, 2021.
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 Nine
Thousand Four Hundred Sixty Nine Dollars, ($9,469). The County shall monitor Services requested to limit
Services to those that can be covered by the maximum amount stated in this Agreement. 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.
DocuSign Envelope ID: D3A64C88-4DC9-49DE-B1AC-162E57EC6DDB
Revised 7/20
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4. Insurance : Provider, an agency of the State of North Carolina, is responsible for its and its
employees' negligence as provided under North Carolina law. Provider shall maintain professional liability
self-insurance coverage sufficient to adequately insure itself during the performance of these services.
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), to the extent provided by the North Carolina Tort Claims Act, 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 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. 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.
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.
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
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.
DocuSign Envelope ID: D3A64C88-4DC9-49DE-B1AC-162E57EC6DDB
Revised 7/20 3
IN WITNESS WHEREOF, County and the Provider have signed this Agreement, effective as of
the day first written above.
ORANGE COUNTY
By: _________________________
County Manager
200 S. Cameron St.
P.O. Box 8181
Hillsborough, NC 27278
PROVID ER
By: _________________________
Title: _Terry Magnuson, Vice Chancellor for
Research_______________________
The University of North Carolina at Chapelill H
590 Manning Drive
Chapel Hill, NC 27599
Digitally signed by Karmen Bisher
Date: 2020.07.17 15:14:24 -04'00'
DocuSign Envelope ID: D3A64C88-4DC9-49DE-B1AC-162E57EC6DDB
Exhibit A Scope of Work
Purpose: Through a community partnership, the Orange County Health Department (“OCHD”) aims to
increase access to primary and preventive care as well as self-management support services for vulnerable
patient populations living with chronic disease in Orange County. To meet our performance measures,
OCHD plans to take the actions described in its Community Health Grant application (“Application”),
which is incorporated by reference herein.
Project Scope:
1. OCHD Duties
Fund 5.5% of UNC Family Medicine’s Director of Community Health Initiatives salary and 10%
for UNC in-directs for the duties listed below:
• Pay eight thousand six hundred eight dollars and 00/100 ($8,608) to UNC Department of
Family Medicine to fund five and one-half percent (5.5%) of Director of Community
Health Initiatives Sherry Hay’s salary.
• Pay eight hundred sixty one dollars and 00/100 ($861) to fund ten percent (10%) of UNC
in-directs related to this position.
Serve as the lead agency for the Community Health Grant and will be responsible for
programmatic and financial reporting to the Office of Rural Health.
2. UNC Department of Family Medicine Duties:
Co-facilitate the work of the community partnership team of medical providers and community
agencies with the goal of increasing community awareness of services and linking residents to
care through a formal referral network. This can include finding meeting dates or locations,
formulating agendas, and helping with partner outreach. The partnership meetings will be held
quarterly thereafter with regular partner communication via email.
The director will collaboratively work with OCHD on guiding the Community Health Worker
(CHW) position in meeting grant deliverables.
The director will collaborate with OCHD on completing focus groups, finalizing analysis, and
providing input on next steps for program development based on the feedback received from the
focus groups.
Provide three Living Healthy Program classes during the grant period and conduct general
outreach via the CHW cross promoting services. The director will collect and provide data for
grant reporting on patient activation at the first class and at the end of the series of classes to
measure the impact of our intervention toward making behavioral change.
Work with the Community Health Worker on Living Healthy class logistics where appropriate to
include, e.g. assembling participant information, tracking PAM scores, and reporting on numbers
on enrollees.
DocuSign Envelope ID: D3A64C88-4DC9-49DE-B1AC-162E57EC6DDB
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ORANGE COUNTY—DEPARTMENT USE ONLY
______________________________________________________________________________
Party/Vendor Name: UNC Family Medicine Party/Vendor Contact Person: Margaret Helton Contact Phone: 984-
974-4888 Party/Vendor Address: PO Box 168 City Chapel Hill State: NC Zip: 27514 Department: Health
Amount: $167,217.50 Purpose: Medical Director Services Budget Code(s): 10414020-630000-
71400/71403/71406/71409/71414/71416 Vendor # 21243 (N/A if new vendor) Vendor is a BOCC consultant?
Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 7-1-20
Approved by Board Yes No Agenda Date: 6-16-20
This agreement is approved as to technical form and content and I as Department Director affirmatively state work
on this project has not been initiated prior to execution of the agreement:
Department Director’s Signature ________________________________________ Date: ________
Agreements for emergency services or repair are not subject to the above affirmation. If services related to this
agreement have already begun or been completed please briefly describe the nature of the emergency condition that
was addressed:
Information Technologies
(Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is
approved as to information technology content and specifications:
Office of the Chief Information Officer___________________________________ Date: ________
Risk Management
This agreement is approved for sufficiency of insurance standards, specifications, and requirements:
Office of the Risk Management Officer___________________________________ Date: _________
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control
Act:
Office of the Chief Financial Officer ____________________________________ Date: _________
Legal Services
This agreement is approved as to legal form and sufficiency:
Office of the County Attorney __________________________________________Date: ________
Clerk to the Board
Received for record retention:
All Docusign contracts must be copied to Allen Coleman upon completion: acoleman@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Office of the Clerk to the Board __________________________________________Date:_________
DocuSign Envelope ID: D3A64C88-4DC9-49DE-B1AC-162E57EC6DDB
7/22/2020
7/31/2020
7/31/2020
7/31/2020
CERTIFICATE OF COVERAGE
Certificate Holder: To Whom It May Concern
Insurer: State of North Carolina
Authorization: Public Officers & Employee Liability Insurance Commission of
North Carolina and the General Statutes of North Carolina, Chapter
143, Articles 31 to 31D, Sections §143-291 to §143-300.
Period: October 1, 2019 until October 1, 2020
Coverage: A) Tort Claims against Departments, Agencies, and Employees
B) Excess Liability for State Employees
BRIT Global Specialty USA - Policy # PK1035818
C) Workers’ Compensation
Limits A) $1,000,000 for Tort claims against the State
B) $2,000,000 per employee/$10,000,000 aggregate for claims
against state employees
C) Statutory Limits for Workers’ Compensation
Description: The University of North Carolina at Chapel Hill and its employees,
officers, agents, as covered by the Defense of State Employees as
per NCGS § 143 300.2.
Administrator: Department Insurance - Risk Management Division
Public Officers & Employees Liability Insurance Commission
1202 Mail Service Center, Raleigh, NC 27699-1202
Note: This Certificate is for informational purposes only and does not alter
any provision of the Tort Claims or Defense of State Employees
General Statutes of the State.
Verified By:
Margie Boyd
Risk Manager
UNCCH 2019-2020
DocuSign Envelope ID: D3A64C88-4DC9-49DE-B1AC-162E57EC6DDB