The URL can be used to link to this page

Home My WebLink About2021-564-E-Health-UNC Department of Family Medicine-Community Health Grant SubcontractRevised 8/21 1 [Departmental Use Only] TITLE UNC CHG Subcontract FY 2021-2022 ORANGE COUNTY UNC CHG SUBCONTRACT NORTH CAROLINA THIS AGREEMENT, made and entered into this first day of July, 2021, (“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, 2021 to June 30, 2022. 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 Nine Hundred Ninety Two Dollars, ($9,992). 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: 479EB9E9-3499-44BC-9266-9DFD2AA74981 Revised 8/21 2 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 and Government Action. 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. DocuSign Envelope ID: 479EB9E9-3499-44BC-9266-9DFD2AA74981 Revised 8/21 3 In the event that public funds are unavailable or 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 or 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. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state 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. IN WITNESS WHEREOF, County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVIDER By: _________________________ By: _________________________ County Manager Title: ________________________ 200 S. Cameron St. The University of North Carolina at Chapel Hill P.O. Box 8181 590 Manning Drive Hillsborough, NC 27278 Chapel Hill, NC 27599 7HUU\0DJQXVRQ3K'9LFH&KDQFHOORUIRU5HVHDUFK Digitally signed by Martika Jenkins on behalf of Terry Magnuson, PhD Vice Chancellor for Research Date: 2021.10.05 09:14:49 -04'00' DocuSign Envelope ID: 479EB9E9-3499-44BC-9266-9DFD2AA74981 ([KLELW$ 6FRSHRI:RUN 3XUSRVH7KURXJKDFRPPXQLW\SDUWQHUVKLSWKH2UDQJH&RXQW\+HDOWK'HSDUWPHQW³2&+'´DLPVWR LQFUHDVHDFFHVVWRSULPDU\DQGSUHYHQWLYHFDUHDVZHOODVVHOIPDQDJHPHQWVXSSRUWVHUYLFHVIRUYXOQHUDEOH SDWLHQWSRSXODWLRQVOLYLQJZLWKFKURQLFGLVHDVHLQ2UDQJH&RXQW\7RPHHWRXUSHUIRUPDQFHPHDVXUHV 2&+'SODQVWRWDNHWKHDFWLRQVGHVFULEHGLQLWV&RPPXQLW\+HDOWK*UDQWDSSOLFDWLRQ³$SSOLFDWLRQ´ ZKLFKLVLQFRUSRUDWHGE\UHIHUHQFHKHUHLQ 3URMHFW6FRSH 2&+''XWLHV x)XQGDSHUFHQWDJHRI81&)DPLO\0HGLFLQH¶V'LUHFWRURI&RPPXQLW\+HDOWK,QLWLDWLYHVVDODU\ 81&)DPLO\0HGLFLQH¶V5HVHDUFK$VVRFLDWH¶VVDODU\DQGIRU81&LQGLUHFWVIRUWKHGXWLHV OLVWHGEHORZ ವ3D\ILYHWKRXVDQGVHYHQW\IRXUGROODUVDQGWR81&'HSDUWPHQWRI )DPLO\0HGLFLQHWRIXQGWKUHHSHUFHQWRI'LUHFWRURI&RPPXQLW\+HDOWK,QLWLDWLYHV 0DUQL+ROGHU¶VVDODU\ ವ3D\IRXUWKRXVDQGWHQGROODUVDQGWR81&'HSDUWPHQWRI)DPLO\ 0HGLFLQHWRIXQGILYHSHUFHQWRI5HVHDUFK$VVRFLDWH7LP6PLWK¶VVDODU\ ವ3D\QLQHKXQGUHGHLJKWGROODUVDQGWRIXQGWHQSHUFHQWRI81&LQ GLUHFWVUHODWHGWRWKLVSRVLWLRQ x6HUYHDVWKHOHDGDJHQF\IRUWKH&RPPXQLW\+HDOWK*UDQWDQGZLOOEHUHVSRQVLEOHIRU SURJUDPPDWLFDQGILQDQFLDOUHSRUWLQJWRWKH2IILFHRI5XUDO+HDOWK 81&'HSDUWPHQWRI)DPLO\0HGLFLQH'XWLHV x&RIDFLOLWDWHWKHZRUNRIWKHFRPPXQLW\KHDOWKFROODERUDWLYHRIPHGLFDOSURYLGHUVDQG FRPPXQLW\DJHQFLHVZLWKWKHJRDORILQFUHDVLQJFRPPXQLW\DZDUHQHVVRIVHUYLFHVDQGOLQNLQJ FRPPXQLW\PHPEHUVWRFDUHWKURXJKDIRUPDOUHIHUUDOQHWZRUN7KLVFDQLQFOXGHILQGLQJPHHWLQJ GDWHVRUORFDWLRQVIRUPXODWLQJDJHQGDVDQGKHOSLQJZLWKSDUWQHURXWUHDFK7KHFROODERUDWLYH PHHWLQJVZLOOEHKHOGTXDUWHUO\WKHUHDIWHUZLWKUHJXODUSDUWQHUFRPPXQLFDWLRQYLDHPDLO x&ROODERUDWLYHO\ZRUNZLWK2&+'RQJXLGLQJWKH&RPPXQLW\+HDOWK:RUNHU&+:SRVLWLRQLQ PHHWLQJJUDQWGHOLYHUDEOHV x3URYLGHWKUHH/LYLQJ+HDOWK\3URJUDPFODVVHVGXULQJWKHJUDQWSHULRGDQGFRQGXFWJHQHUDO RXWUHDFKYLDWKH&+:FURVVSURPRWLQJVHUYLFHV x:RUNZLWKWKH&RPPXQLW\+HDOWK:RUNHURQ/LYLQJ+HDOWK\FODVVORJLVWLFVZKHUHDSSURSULDWHWR LQFOXGHHJDVVHPEOLQJSDUWLFLSDQWLQIRUPDWLRQWUDFNLQJ3$0VFRUHVDQGUHSRUWLQJRQQXPEHUV RQHQUROOHHV x&ROODERUDWLYHO\ZRUNZLWK2&+'RQSLORWLQJDOHQGLQJOLEUDU\RIKRWVSRWVDQGRUWDEOHWVIRU SHRSOHZKRKDYHEURDGEDQGLVVXHVDQGRUZKRSUHIHUYLUWXDOVHUYLFHVWRLQFOXGHHJFRQGXFWLQJ IRUPDWLYHUHVHDUFKDQGGHYHORSLQJLPSOHPHQWLQJDQGHYDOXDWLQJDSLORWSURJUDP x&ROOHFWDQGSURYLGHGDWDIRUJUDQWUHSRUWLQJWRLQFOXGHHJ/LYLQJ+HDOWK\3URJUDPGDWD&+: ZRUNOHQGLQJOLEUDU\DQGFRPPXQLW\KHDOWKFROODERUDWLYHPHHWLQJV x:RUNZLWK2&+'RQIXWXUHJUDQWRSSRUWXQLWLHVDQGSDUWQHUVKLSV DocuSign Envelope ID: 479EB9E9-3499-44BC-9266-9DFD2AA74981 Revised 8/21 4 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Department Party/Vendor Name: UNC Department of Family Medicine Party/Vendor Contact Person: Marni Holder Contact Phone: 984-974-4892 Party/Vendor Address: 590 Manning Drive City Chapel Hill State: NC Zip: 27599 Department: Health Amount: $9,992 Purpose: Community Health Grant Subcontract Budget Code(s): 10414020- 630000-71424 Vendor # 49882 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 7/1/21 Approved by Board Yes No Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No 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: Did not receive contract from State until mid-August (had notice in June). Needed to go before the board and for the budget to be uploaded to Munis. 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: 479EB9E9-3499-44BC-9266-9DFD2AA74981 10/6/2021 10/7/2021 10/12/2021 10/12/2021 DocuSign Envelope ID: A7C82420-9AFB-4DE5-AC53-2A4656D3D7F5 CERTIFICATE OF COVERAGE Certificate Holder: To Whom This 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: February 01, 2021 until February 01, 2022 Coverage: A) Tort Claims against Departments, Agencies, and Employees B) Excess Liability for State Employees BRIT Global Specialty USA - Policy # PK1035819 C) Workers’ Compensation Limits A) $1,000,000 for Tort claims against the State B) $2,000,000 per employee/$5,000,000 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: Bryan Heckle, CIC, CPCU, CRM Deputy Commissioner of Risk Management UNCCH DocuSign Envelope ID: 479EB9E9-3499-44BC-9266-9DFD2AA74981