HomeMy WebLinkAbout2023-056-E-Health Dept-Guilford County ARPA Training -MOU FY 22-231 | P a g e
GUILFORD COUNTY CONTRACT NO. 90004805
Parent Contract No.
THIS CONTRACT is hereby made, entered into, and effective as of October 01, 2022, by and between
GUILFORD COUNTY, a body politic and corporate of the State of North Carolina, hereinafter
referred to as the “COUNTY,” and ORANGE COUNTY, hereinafter referred to as the
“CONTRACTOR,” and also collectively referred to as the “Parties.”
W I T N E S S E T H:
WHEREAS, for the purpose and subject to the terms and conditions hereinafter set forth, the
COUNTY hereby contracts for the items, goods, service or services of the CONTRACTOR and the
CONTRACTOR agrees to provide the items, goods, service or services to the COUNTY in accordance
with the terms of this Agreement.
WHEREAS, the COUNTY is in need of ARPA Workforce Training Region 5 MOU, and
WHEREAS, the CONTRACTOR has submitted a proposal to provide such goods and/or services.
NOW, THEREFORE, in consideration of promises mutually exchanged the Parties agree as follows:
MAXIMUM EXPOSURE GOODS & SERVICES.CONTRACTOR 1. GOODS AND/OR SERVICES. CONTRACTOR will provide the goods and/or services as set forth in
Attachment A, attached hereto and incorporated herein by reference. All items and/or services shall be
provided in a competent, workmanlike and professional manner acceptable to the COUNTY. Should there
be any discrepancy between Attachment A and/or the Contract, the Contract shall prevail and control.
2. PAYMENT AND PRICING. As full compensation for the CONTRACTOR’S delivery of the goods
and/or services, the COUNTY agrees to pay the amounts for the goods and/or services as set out herein and
in Attachment A, which is attached hereto and incorporated herein by reference. Payment will be made by
the COUNTY to the CONTRACTOR within thirty (30) days of receipt of a correct invoice and proper
documentation that the goods and/or services have been delivered or provided in accordance with this
Contract.
3. PRICE ONLY CONTRACT. The COUNTY is not financially committed by this Contract to purchase
any minimum amount of goods and/or services. The financial exposure to the COUNTY under this Contract
is not expected to exceed $40,000.00. Payment will be made only from budgeted funds in accordance with
N.C.G.S. Chapter 159.
4. APPROPRIATION. This Contract is subject to annual appropriation of funds by the GUILFORD
COUNTY Board of Commissioners or other funding source, pursuant to N.C.G.S. Chapter §153A-13.
5. TERM. Unless terminated as provided herein, this Contract shall be in effect for eight (8)
months, beginning October 01, 2022, and ending May 30, 2023, with the option to extend for renewals at
the same pricing and terms and conditions upon mutual written agreement of both Parties.
6. AMENDMENTS. The terms of this Agreement may only be modified or revised with a written Contract
executed by both Parties.
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7. TERMINATION.
TERMINATION FOR CONVENIENCE.
COUNTY may terminate this Contract without cause or penalty upon serving a thirty (30) days day written
notice to the CONTRACTOR. Subject to this Contract's provisions regarding breach, all goods and/or
services provided and accepted as of the date of termination will be paid; similarly, amounts paid in advance,
if any, for which goods and/or services have not been provided and accepted by COUNTY will be promptly
refunded to COUNTY by CONTRACTOR within thirty (30) days of date of termination of this Contract.
TERMINATION FOR CAUSE.
If CONTRACTOR fails to fulfill its obligations under this Contract in a timely and/or proper manner
("breach'), either in whole or in part, and such breach continues for a period of more than ten (10) days after
COUNTY has notified CONTRACTOR of such breach, COUNTY shall have the right to terminate this
Contract immediately thereafter by giving written notice to the CONTRACTOR specifying the effective date
thereof. In that event, without limiting COUNTY's remedies for breach, any or all finished and/or unfinished
deliverables prepared by the CONTRACTOR under this Contract shall, at the option of the COUNTY,
become COUNTY property and CONTRACTOR shall be entitled to receive just and equitable
compensation for any satisfactory work completed and accepted on such deliverables, minus any payment
or compensation previously made, and subject to any applicable setoff(s).
8. BREACH. If, through any cause, CONTRACTOR or COUNTY ("the breaching party") shall fail to
fulfill its obligations under this Contract in a timely and/or proper manner ("breach"), either in whole or in
part, and such breach has continued for a period of more than ten (10) days after the other party ("the non -
breaching party") has notified the breaching party of such breach, in addition to the right to terminate the
Contract upon notice to the breaching party, the non-breaching party shall have all legal, equitable, and
administrative rights available under applicable law. Without limiting other remedies, where COUNTY is
the non-breaching party COUNTY may: Withhold any payment due CONTRACTOR for the purpose of
setoff until such time as the exact amount of damages due COUNTY from such breach can be reasonably
determined (at which time that amount shall be deducted from any payment(s) otherwise due to
CONTRACTOR) and/or procure the contracted for services or goods from other sources and hold
CONTRACTOR responsible for any excess cost occasioned thereby. The filing of a petition for bankruptcy
by CONTRACTOR shall constitute an act of breach under this Contract.
9. EQUAL EMPLOYMENT OPPORTUNITIES - AFFIRMATIVE ACTION. GUILFORD COUNTY
and the awarded Vendor shall comply with Equal Employment Opportunities (EEO) requirements, and to
take affirmative action to ensure that all individuals have an equal opportunity for employment without
regard to race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, genetic
information, or veteran status under the Guilford County EEO Plan, as amended, implemented pursuant to
41 CFR Part 60-2.10(a)(3), 41 CFR §60-741.44(a) and 41 CFR §60-300.44(a), and in accordance with the
following laws, as amended: Title VII and Title IX of the Civil Rights Act of 1964; The Equal Pay Act of
1963; Executive Order 11246; the Age Discrimination in Employment Act of 1967; the Rehabilitation Act
of 1973, as amended (Section 503); the Americans with Disabilities Act of 1990; the Vietnam Era Veterans’
Readjustment Assistance Act of 1974 (VEVRAA); the Civil Rights Restoration Act of 1988; NC General
Statutes Chapters 116 and 126 and Title II of the Genetic Information Nondiscrimination Act of 2008, the
North Carolina Equal Employment Opportunity Policy effective June 1, 2015, along with all other applicable
federal and state laws governing equal employment opportunities.
10. FEDERAL FUNDING – UNIFORM GUIDANCE. The Parties agree that when utilizing federal
funding in the performance of this Agreement, the Parties shall comply with all applicable provisions of 2
C.F.R. §200.326 and 2 C.F.R. Part 200, Appendix II, (Uniform Guidance), including, but not limited to: The
Equal Employment Opportunity Clause (41 C.F.R. Part 60); Davis-Bacon Act (40 U.S.C. 3141-3148);
Copeland “Anti-Kickback” Act (40 U.S.C. §3145, as supplemented by Department of Labor (DOL)
regulations, 29 C.F.R. Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed
in Whole or in Part by Loans or Grants from the United States”); Contract Work Hours and Safety Standards
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Act (40 U.S.C. 3701-3708, as supplemented by DOL regulations at 29 C.F.R., Part 5. See 2 C.F.R. Part 200,
Appendix II(E); Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act, as
amended (33 U.S.C. 1251-1387); Debarment and Suspension (Executive Orders 12549(1986) and
12689(1989) at 2 C.F.R. Part 180 and the DHS’ regulations at 2 C.F.R. Part 3000 (Nonprocurement
Debarment and Suspension); Byrd Anti-Lobbying Amendment (31 U.S.C. 1352); Procurement of Recovered
Materials (2 C.F.R. Part 200, Appendix II(J) and §200.322); Rights To Inventions by Nonprofit
Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements
(37 C.F.R. Part 401); Record Retention Requirements (2 C.F.R. §200-324); and subsequent amendments,
which are incorporated herein by reference.
11. NOTICES. All notices pursuant to this Agreement shall be in writing and delivered personally or mailed
by certified mail, registered mail, postage prepaid, with return receipt requested, at the address es appearing
below, but each Party may change such address by written notice in accordance with this paragraph. Notices
delivered personally will be deemed communicated as of actual receipt. Mailed notices will be deemed
communicated as of three (3) days after mailing.
Michael Halford, Guilford County Manager
GUILFORD COUNTY
P.O. Box 3427 (zip code 27402)
301 West Market Street
Greensboro, NC 27401
ORANGE COUNTY
Mailing Address: PO Box 8181
City,State,Zip: Hillsborough, NC 27278
12. INDEPENDENT CONTRACTOR/INDEMNIFICATION CONTRACTOR shall operate as an
independent contractor for all purposes. Nothing in this Agreement shall be interpreted or construed as
creating or establishing the relationship of employer and employee between the COUNTY and either the
CONTRACTOR or any employee or agent of CONTRACTOR. CONTRACTOR is an independent
contractor and not an employee, agent, joint venture or pa rtner of the COUNTY. The Parties agree to each
be solely responsible for their own acts or omissions in the performance of each of their individual duties
hereunder, and shall be financially and legally responsible for all liabilities, costs, damages, exp enses and
attorney fees resulting from, or attributable to any and all of their individual acts or omissions to the extent
allowable by law.
13. ASSUMPTION. If CONTRACTOR should undergo merger, acquisition, bankruptcy or any change in
their ownership or their name for any reason, CONTRACTOR must immediately notify GUILFORD
COUNTY in writing of these changes and provide the COUNTY with legal documentation supporting these
changes, such as an Assumption Agreement, Bill of Sale, Articles of Incorporation, Articles of Amendment,
sales contract, merger documents, etc. Further, CONTRACTOR will submit the name and address of the
assuming CONTRACTOR’S registered agent for service of process and/or all notices required under this
Contract.
14. SEVERABILITY. If any provision of this Contract is held unenforceable, then such provision will be
modified to reflect the Parties’ intention. All remaining provisions of this Contract shall remain in full force
and effect.
15. FORCE MAJEURE. Neither Party shall be liable to the other Party for any failure or delay caused by
events beyond such Party’s control and not due to its own negligence, provided that such Party uses
commercially reasonable efforts to resume performance as soon as reasonably practicable. The non-
performing Party shall notify the other Party of the force majeure event within twenty-four (24) hours of the
onset thereof. In the event that a force majeure event precludes CONTRACTOR from performing services
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and/or providing goods for a period of ten (10) consecutive business days, the COUNTY shall have the right
to: (a) procure replacement goods and/or services from an alternative source and/or (b) terminate the
Contract or portion(s) of Contract upon written notice to CONTRACTOR.
16. HEADINGS/TITLES/WORDING. Inclusion of titles of paragraphs or section headings, capitalization
of certain words or phrases and/or bold face typestyle of certain words or phrases in this Contract are for
convenience purposes only and shall not be used to interpret or construe the provisions of this Agreement.
The terms “Contract” and “Agreement” have the same meaning and may be used interchangeably throughout
this document. The terms “Attachment” and “Exhibit” have the same meaning and may be used
interchangeably throughout this document.
17. GUILFORD COUNTY LIABILITY INSURANCE REQUIREMENTS.
WORKERS COMPENSATION: CONTRACTOR agrees to maintain coverage to apply for all employees
for statutory limits in compliance with the applicable state and federal laws. The policy must include
employer’s liability with limits of at least $1,000,000.00 for each accident, $1,000,000.00 for each employee,
with at least a $1,000,000.00 aggregate policy limit.
COMMERCIAL PROFESSIONAL LIABILITY: CONTRACTOR does hereby agree to maintain limits of
at least $1,000,000.00 per occurrence, per location, single limit for bodily injury liability and property
damage liability, with at least a $2,000,000.00 aggregate limit, per location. This shall include premises
and/or operations, independent contractors, products and/or completed operations, broad form property
damage and explosion, collapse and underground damage coverage, and a contractual liability endorsement.
BUSINESS AUTO LIABILITY: CONTRACTOR does hereby agree to maintain limits of at least
$1,000,000.00 per accident combined single limit for bodily injury liability and property damage. This
should include owned vehicles, plus hired and non-owned vehicles.
COMMERCIAL GENERAL LIABILITY: CONTRACTOR does hereby agree to maintain limits of at least
$1,000,000.00 per occurrence, per location, single limit for bodily injury liability and property damage
liability, with a $2,000,000.00 aggregate limit, per location. This shall include premises and/or operations,
independent contractors, products and/or completed operations, broad form property damage and explosion,
collapse and underground damage coverage, and a contractual liability endorsement.
UNDERWRITING, ADDITIONAL INSURED, AND CANCELLATION NOTICE REQUIREMENTS:
All insurance shall be written by companies with an AM Best rating “A” or higher. GUILFORD COUNTY
shall be named as an additional insured on CONTRACTOR insurance policies, which shall be primary and
not contributory to any other insurance that may be available to the COUNTY. Such certificates shall require
that the policies shall not be canceled or reduced in coverage until thirty (30) days written notice of such
cancellation or reduction has been received by CONTRACTOR and GUILFORD COUNTY.
MAINTENANCE OF INSURANCE COVERAGE AND RENEWAL DOCUMENTATION:
CONTRACTOR original insurance policies or certified copies of policies may be required by COUNTY at
any time. Current, valid insurance policies meeting the requirements stated herein shall be m aintained for
the duration of the Agreement. Renewed policies shall be sent to the COUNTY at the above address thirty
(30) days prior to any expiration date.
Upon the COUNTY’s offer of award of this Agreement, CONTRACTOR will provide Certificates of
Insurance for meeting the required insurance provisions. The Certificate of Liability shall state, “Guilford
County is added as an additional insured as evidenced by the endorsement attached to this Certificate.”
CONTRACTOR will provide copies of insurance certificate(s) Guilford County Purchasing with their award
package.
All insurance documents required under this Contract shall be forwarded to:
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GUILFORD COUNTY
Attention: Risk Management
301 West Market Street
Greensboro, NC 27401
Reference: GUILFORD COUNTY CONTRACT NO. 90004805
With CONTRACTOR'S NAME: ORANGE COUNTY
In the event CONTRACTOR fails to maintain and keep in force for the duration of this Contract the insurance
required herein, the COUNTY may cancel and terminate this Contract without notice.
18. ENTIRE AGREEMENT. This Contract, including the Exhibits and/or Attachments, if any, sets forth
the entire Agreement between the Parties. All prior conversations or writings between the Parties hereto or
their representatives are merged within and extinguished. This Contract shall not be modified except by a
writing subscribed to by all the Parties.
19. JURISDICTION. The Parties agree that this Contract is subject to the jurisdiction and laws of the State
of North Carolina. The CONTRACTOR will comply with bid restrictions, if any, and applicable laws,
including N.C.G.S. §143-129(j) regarding E-Verify. Any controversies arising out of this Contract shall be
governed by and construed in accordance with the laws of the State of North Carolina.
(The remainder of this page is intentionally left blank.
This Contract continues with signatures on the following page.)
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WITNESS the following signatures and seals all pursuant to authority duly granted, effective as of the
day and year first above written.
GUILFORD COUNTY ATTEST:
\s1\ \d1\ \s2\ \d2\
Guilford County Manager Guilford County Clerk to Board
\s3\ \d3\ \s4\ \d4\
This contract does not create an obligation to
purchase and, therefore, has not been preaudited.
Purchases under this contract shall only be made
pursuant to purchase orders, each of which will contain
a preaudit certificate.
\s5\ \d5\
Guilford County Interim Finance Director
Guilford County Department Director / Designee
Guilford County Assistant County Manager
Michael Halford Date Robin B. Keller Date
ORANGE COUNTY ATTEST:
Date Date
Title: _________________________________
Witness
Print Name: ___________________________ Print Name: ______________________________
John Barfield Date
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1/11/2023 | 4:15 PM EST
1/12/2023 | 4:19 PM EST 1/18/2023 | 9:01 AM EST
Quintana Stewart
Orange County Health Director
1/26/2023 | 5:28 PM EST 1/26/2023 | 5:29 PM EST
Kimberlee Quatrone
ATTACHMENT A
ARPA Workforce Development Funds – Training Opportunities
As the lead for Region 5 ARPA Public Health Workforce Development grant (AA621), Guilford County
Division of Public Health’s goal is to help the counties in the region recruit, retain, and train their
workforce with ARPA funds allotted to the region. A large part of the mission for these funds is to train
staff to be proficient in the seven Public Health Foundational Capabilities. Region 5 Local Health
Departments have identified multiple such trainings that will align with the goals and outcomes of the
funding stream.
I. COUNTY will:
a. Set aside $40,000 from the ARPA Workforce Development Funds (Agreement
Addendum 621) for Local Health Department in North Carolina Region 5 for trainin g and
professional development.
b. Issue the funds over the service period as Local Health Department provides training
and professional development opportunities to its staff.
c. Manage AA621 budgetary responsibilities as the fiscal lead for Region 5 Local Hea lth
Departments
II. CONTRACTOR (LHD) will:
a. Use these funds for offering training and professional development to staff members of
the Local Health Department.
b. Submit an itemized budget to the Regional ARPA Public Health Workforce Development
Director, delin eating how the $40,000 plans to be spent. This itemized budget should go
into as much detail as possible and include how the training will help to improve the
structure of the Local Health Department, specifically mentioning any of the seven PH
Foundational Capabilities that will be influenced.
c. Please note unallowable costs as stated directly in the notice of award:
1. Research
2. Clinical Care 9 (except as otherwise noted in Domain 5 and as may be provided
in further guidance from the Center for Disease Control and Prevention)
3. Publicity and propaganda (lobbying)
4. Other than for normal and recognized executive -legislative relationships, no
funds may be used for: - publicity or propaganda purposes, for the preparation,
distribution, or use of any material designed to support or defeat the enactment
of legislation before any legislative body – the salary or expenses of any grant or
contract recipient, or agent acting for such recipient, related to any activities
designed to influence the enactment of legislation, app ropriations, regulation,
administrative action, or Executive order proposed or pending before any
legislative body
5. See additional Requirement (AR) 12 for detailed guidance on this prohibition
and Additional guidance on lobbying for CDC recipients: Anti -Lobbying
Restrictions for CDC Grantees
6. Any unallowable costs cited in CDC-RFA-TP18-1802 remain in effect, unless
specifically amended in this guidance, in accordance wi th 45 CFR Part 75 –
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Uniform Administrative: Requirements, Cost Principles, And Audit Requirements
for HHS Awards.
d. Send DPH invoices throughout the service period once the money has been used for
training or other allowable expenses.
e. Provide additional inf ormation to the Regional ARPA Public Health Workforce
Development Director upon request on the successes and difficulties of implementing
training opportunities.
f. Work within the scope and deliverables outlines in the Agreement Addendum 621 –
COVID-19 Publi c Health Workforce Agreement Addendum which as been provided with
this MOU and are as follows:
1. Recruit hire and train personnel to fill critical gaps in Public Health Infrastructure
Foundational Capabilities in order to respond to the COVID -19 pandemic.
2. Promote a diverse workforce who are representative of, and have language
competence for, the communities served.
3. Train the public health workforce.
g. Submit data to the Regional ARPA Public Health Workforce Development Director for
reporting purposes
1. Reporting Requirements #2: Any use of the funds for training purposes will also
require reporting to the Regional Director. CONTRACTORS will provide details on
the type of training performed, the number of attendees, and the race,
ethnicity, and gender of any perso nnel attending the training. CONTRACTOR will
send this information to the Regional Director within 30 business days of
training to comply with NC DPH.
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