HomeMy WebLinkAbout2023-693-E-Housing Dept-University of North Carolina at Chapel Hill School of Medicine-EHARevised 06/21
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PROFESSIONAL SERVICES AGREEMENT BETWEEN ORANGE COUNTY AND
THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL
This Professional Services Agreement (“Agreement”), made and entered into this 1st day of
July 2023, (“Effective Date”) by and between Orange County, North Carolina, a political
subdivision of the State of North Carolina ("County") and the University of North Carolina at
Chapel Hill, for and on behalf of its Department of Health Sciences, Division of Occupational
Science and Occupational Therapy with its principal office located in Chapel Hill, Orange County,
North Carolina, ("Provider").
WITNESSETH:
WHEREAS, County requires certain coordination and data management of the Orange County
Home Preservation Coalition (“Coalition”) as more fully described in paragraph 2 below
(“Services”), and desires Provider to provide such services; and
WHEREAS, Provider is qualified to perform and willing to provide the Services.
NOW THEREFORE, the County and Provider, for the consideration herein named, do
hereby agree as follows:
1. Responsibilities of the Provider
a. Services to be provided. The Provider shall provide the County with the Services and
satisfactorily complete the Project within the time limitations set forth herein.
b. Standard of Care and Performance.
i) Provider shall exercise reasonable care and diligence in performing Services under
this Agreement in accordance with generally accepted standards of this type of
Provider practice within its surrounding community and in accordance with
applicable federal, state and local laws and regulations. Provider is solely
responsible for the professional quality, accuracy and timely completion and
submission of all work related to the Services.
ii) Provider shall correct any and all material errors, omissions, discrepancies,
ambiguities, mistakes, or conflicts at no additional cost to the County; this is the
sole remedy for County.
2. Services
a. Services. In partnership with the Orange County Department of Housing and Community
Development, through its Department of Health Sciences Community Practice Lab,
Provider will:
i) Coordinate and support the ongoing management of the Orange County Home
Preservation Coalition.
ii) Use project and data management software to track and collect information on
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home repair provision in Orange County, NC.
iii) Identify and support the implementation of streamlined processes of
communication and information sharing among coalition partners.
iv) Provide county-wide reports on home repair and preservation effort, working with
coalition partners to gather and aggregate data.
v) Respond to partner needs in the coalition process, providing support and tools to
access information and coalition processes as needed.
vi) Act as a central communication point for homeowners interested in home repair
services in Orange County.
b. Deliverables.
i) Coordinate monthly coalition meetings, creating agenda, notes, and plan for
case review.
ii) Monitor and respond to emails submitted to the ochpc@orangecountync.gov email
address, communicating with:
a) Partners regarding collaboration
b) Homeowners regarding coalition process
c) Potential collaborators regarding funding opportunities, data requests, and
other initiatives.
iii) Intake OCHPC screenings, identifying homeowners who are and are not
appropriate candidates for the Coalition’s services and referring those who are not
to other services available.
iv) Facilitate collaboration among coalition partners, outside agencies, and community
organizations.
v) Provide regular reports to coalition partners that describe county wide home repair
work across the coalition partners.
vi) Provide tailored reports to partners and other interested parties regarding
aggregated data from the database:
a) Repair partners
b) Community organizations
c) Municipal governments
vii) Collaborate with policy makers to support effective use of funding available for
repairs.
3. Duration of Services
a. Term. The term of this Agreement shall be from July 1, 2023 to June 30, 2024.
b. Scheduling of Services.
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i) The Provider shall schedule and perform its activities in a timely manner.
ii) Should the County determine that the Provider is significantly behind schedule
(through its own fault), it may require the Provider to expedite and accelerate its
efforts to perform the Services in accordance with the approved project schedule at
no additional cost to the County. In no event shall Provider be responsible or liable
for any delay in the performance of its obligations hereunder arising out of or
caused by, directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or
military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services.
4. Compensation
a. Compensation for Services. Compensation for Services shall include all compensation
due the Provider from the County for all services satisfactorily (as determined by the
County) performed pursuant to this Agreement. The maximum amount payable for
Services shall not exceed Twenty Thousand Dollars ($20,000) payable in four (4)
installments of Five Thousand Dollars ($5,000) each with the first installment to be
invoiced upon execution of this Agreement, and the remaining installments to be invoiced
at the end of December 2023, March 2024 and June 2024. Payment for satisfactorily
performed Services shall become due within thirty (30) days of Provider properly
invoicing County. Payment shall be subject to provisions of Section 4(b).
b. Invoice 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. Compensation for Additional Services. County shall not be responsible for costs related
to any services in addition to the 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.
5. Responsibilities of the County
a. Cooperation and Coordination. The County has designated Bonnie Hammersley, Orange
County Manager, to act as the County's representative with respect to the Agreement who
shall have the authority to render decisions within guidelines established by the County
Manager or the County Board of Commissioners and who shall be available during
working hours as often as may be reasonably required to render decisions and to furnish
information.
b. Email and Databases. County shall provide Provider and its staff with secure emails and
access to County databases, as necessary, for the deliverables and to access materials
necessary to provide the deliverables. Security of any such emails, databases and technical
platforms (“mediums”) required to access and prepare deliverables are the responsibility
of the County and the mediums shall be kept secure in accordance with industry best
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practices and applicable laws and regulations.
c. Technical Support, Maintenance and Security of County Mailbox. The County retains full
ownership of and shall be responsible for the availability, connectivity, maintenance,
security, and other technical services in support of the ochpc@orangecountync.gov
mailbox, its services, network, supporting databases and underlying technical platforms.
The County shall provide support for any issues related to this County mailbox and this
email system that may arise during the term of this Agreement.
6. Insurance
General Requirements. The nature and extent of Provider’s insurance coverage is described
on the Certificate of Coverage from the North Carolina Department of Insurance, Risk
Management Division which shall be provided upon request.
7. Indemnity
a. To the extent authorized by North Carolina law and in accordance with the North Carolina
Tort Claims Act, the Provider agrees, without waiver of sovereign immunity, to defend,
indemnify and hold harmless the County from all loss, liability, claims or expense,
including attorney's fees, arising out of or related to the Services and arising from property
damage or bodily injury including death to any person or persons caused in whole or in
part by the negligence or misconduct of the Provider. It is the intent of this provision to
require the Provider to indemnify the County to the fullest extent permitted under North
Carolina law.
b. To the extent authorized by North Carolina law and in accordance with the North Carolina
Tort Claims Act, the County agrees to defend, indemnify and hold harmless the Provider
from all loss, liability, claims or expense, including attorney's fees, arising out of or related
to the Services and arising from property damage or bodily injury including death to any
person or persons caused in whole or in part by the negligence or misconduct of the
County. It is the intent of this provision to require the County to indemnify the Provider
to the fullest extent permitted under North Carolina law.
8. Termination
a. Termination for Convenience. This Agreement may be terminated without cause by either
Party and for the terminating Party’s convenience upon fourteen (14) days’ prior written
notice to the other Party. County shall be responsible for all costs incurred prior to, and as
a result of an early termination, by 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. Either party may
terminate this Agreement upon notice to the other party that obligations pursuant to this
Agreement are made impractical due to declarations of emergency by Orange County or
by North Carolina due to events directly impacting Orange County. Both Parties shall
remain responsible for all payment and performance due up to the receipt of such notice
but shall have no further obligation or responsibility beyond that date provided the
terminating party has taken all reasonable steps to complete the performance of its
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obligations.
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 and any costs incurred by
Provider due to the early termination. Upon request of the County, the Provider shall
submit to County all relevant documentation, including but not limited to, job cost
records, to support its claims for final compensation.
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 Services.
9. Additional Provisions
a. Amendments to the Agreement.
i) Changes in Services. Changes in the 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.
ii) Suspension. Either Party may suspend the Services and this Agreement at any time
for the Party’s convenience and without penalty upon three (3) days’ notice to the
other Party. Upon any suspension by County, Provider shall discontinue work on the
Services and shall not resume the Services until notified to proceed by County.
b. Waiver. The payment of any sums by the County under this Agreement or the failure of
either Party to require compliance with any provisions of this Agreement or the waiver by
either Party of any breach of this Agreement shall not constitute a waiver of any claim for
damages by the Parties for any breach of this Agreement or a waiver of any other required
compliance with this Agreement.
c. Assignment. 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 unless expressly
permitted.
d. Status of Parties. 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.
e. Order of Precedence. In determining the 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.
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f. 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.
g. 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, for this Agreement. 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 for this Agreement.
h. 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.
i. 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.
j. 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.
k. 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.
l. Fair Market Value. The County and the Provider acknowledge and agree that the
compensation set forth in this Agreement is commercially reasonable and represents the
fair market value of the services to be provided. Further, this Agreement has been
negotiated in an arm’s-length transaction and has not been determined in a manner that
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takes into account the volume or value of referrals or other business that may be generated
between the parties.
m. Headings. Headings have been included in this Agreement solely for convenience and
shall not be considered a part of this Agreement for any purpose relating to the
interpretation or construction of its terms.
n. Ownership of Work Product. Should Provider’s performance of this Agreement generate
documents, items or things that are solely developed for the County and does not include
any third-party work or product, such documents, items or things shall become the
property of the County and may be used on any other project 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 and County shall separately secure the
rights to use the works or products of third parties.
o. 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. County represents that sufficient funding has been
allocated for purposes of this Agreement.
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.
p. 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.
q. 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 The University of North Carolina
P.O. Box 8181 at Chapel Hill
Hillsborough, NC 27278 Office of University Counsel
Attn: Bonnie Hammersley, Campus Box #9105
County Manager 123 W. Franklin St., Suite 600A
Chapel Hill, NC 27599-9105
Attn: Vice Chancellor and General
Counsel
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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.
FOR AND ON BEHALF OF FOR AND ON BEHALF OF THE
ORANGE COUNTY UNIVERSITY OF NORTH
CAROLINA AT CHAPEL HILL
SCHOOL OF MEDICINE
___________________________ ___________________________
Bonnie Hammersley Josephine Tetteh, JD
County Manager Director
Office of Professional Service Contracts
and Affiliations
___________________________ ___________________________
Date Date
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ORANGE COUNTY—INTERNAL USE ONLY
______________________________________________________________________________
Finance Information
Vendor Name: University of North Carolina at Chapel Hill School of Medicine Vendor Contact Person: Josephine
Tetteh, JD Phone: (919) 966-0910 Address: 130 Mason Farm Road City Chapel Hill State: NC Zip: 27599
Department: Housing Amount: $20,000 Purpose: EHA Budget Code(s): 10470320 630000 Vendor # 10419
Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No
Contract Details
Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment )
Effective Date 07/01/2023 End Date Notice Date (Notice Purpose )
Award
Approved by Board (Agenda Date: ); Made or Administered by
Signature Authority
- BOCC Express Delegation (Agenda Date: )
- Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000
- Budget Policy Section XV (Capital Improvement Project: )
Bidding
Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# )
Department Affirmation
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.
Services related to this agreement have already begun or been completed. Description of the nature of the
emergency condition that was addressed:
Department Director’s Signature ________________________________________ Date: ________
Information Technologies
This agreement has been reviewed and is approved as to information technology content and specifications:
Office of the Chief Information Officer___________________________________ Date: ________
Inapplicable because no hardware/software purchases or related services
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
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:
Received for record retention:
Office of the Clerk to the Board __________________________________________Date:_________
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12/1/2023
12/1/2023
12/1/2023
12/1/2023
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, 2023 until February 01, 2024
Coverage: A) Tort Claims against Departments, Agencies, and Employees
B) Excess Liability for State Employees
Ambridge Partners, LLC - Policy # PK1035823
Kinsale Insurance Company - Policy # 01000154762-2
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: 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:
Latarsha Y. Silver, CRM
Risk Manager
UNC-CH
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