HomeMy WebLinkAbout2020-584-E Aging-UNCPIAP Ryan LaValley servicesSTATE 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, 2020, 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 post doctoral fellow, Ryan Lavalley, in Occupational
Science, (“Dr. Lavalley” or “University Personnel”), with expertise in aging, health services, research
methods, community health, and clinical geriatrics; and
WHEREAS, OCDOA desires to engage Dr. Lavalley to advise OCDOA on continued
implementation of housing preservation related to 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. In return for the Services, OCDOA agrees to pay the University $5,000. OCDOA will pay
the University quarterly upon receipt on invoice from the University.
2. 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.
3. This Agreement shall run from July 1, 2020 through June 30, 2021 (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.
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4. The University Personnel providing services under this Agreement are employees of the
University for all purposes.
5. 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.
6. Pursuant to 42 U.S.C. § 1395x (v)(1)(I), 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.
7. The University may not subcontract any of the duties of this Agreement without the express
written consent of OCDOA.
8. 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.
9. 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: (i) 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.
10. 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.
11. The laws of the State of North Carolina shall govern the validity and interpretation of the
terms and conditions of this Agreement.
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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
THE UNIVERSITY OF NORTH CAROLINA
AT CHAPEL HILL
____________________________________
Jonathan Pruitt
Vice Chancellor for Finance and Operations
Date: ________________________________
FOR AND ON BEHALF OF
ORANGE COUNTY DEPARTMENT ON AGING
______________________________________
Bonnie Hammersley
County Manager
Date: __________________________________
ACKNOWLEDGED AND AGREED BY:
____________________________________
Dr. Ryan Lavalley
Date: ________________________________
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7/31/2020
7/31/2020 8/4/2020
Revised 07/20
ORANGE COUNTY—DEPARTMENT USE ONLY
______________________________________________________________________________
Party/Vendor Name: UNC Partnerships in Aging Program Party/Vendor Contact Person: Contact
Phone: Party/Vendor Address: City State: Zip: Department: Aging Amount:
$5000.00 Purpose: MAP Implementation on Housing Budget Code(s): 10434020-630000 Vendor # 10419
(N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New
Renewal 020 Amendment Effective Date 8/1/20 Approved by Board Yes No Agenda Date:
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 the Clerk upon completion: occlerkdocs@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: 0509FFF7-772F-4EA2-8B21-51F411921CD7
7/31/2020
7/31/2020
8/4/2020
8/4/2020