HomeMy WebLinkAbout2024-347-E-Housing Dept-UNC at Chapel Hill-Coordination of Services1
UNC SOM # 23-0415.t002
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, 2024 (the “Effective Date”), is 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 School of Medicine, 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
home repair provision in Orange County, NC.
DocuSign Envelope ID: DA5A0C90-825A-46C3-AEEC-168419C4CF51DocuSign Envelope ID: E08608D0-5D38-4AC9-ADD5-47690F15D8A5
2
UNC SOM # 23-0415.t002
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, twice per month coordination team
meetings, creating agenda, notes, and plans for case review and coordination.
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, 2024 to June 30, 2027.
b. Scheduling of Services.
i) The Provider shall schedule and perform its activities in a timely manner.
DocuSign Envelope ID: DA5A0C90-825A-46C3-AEEC-168419C4CF51DocuSign Envelope ID: E08608D0-5D38-4AC9-ADD5-47690F15D8A5
3
UNC SOM # 23-0415.t002
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. County shall pay University in accordance with Exhibit A,
attached hereto and incorporated herein by reference. 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. Payment for
satisfactorily performed Services shall become due within thirty (30) days of Provider
properly invoicing County. Payment shall be subject to provisions of Paragraph 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 Blake Rosser, Interim Director
of Orange County Housing, to act as the County's representative with respect to the
Agreement and 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
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
DocuSign Envelope ID: DA5A0C90-825A-46C3-AEEC-168419C4CF51DocuSign Envelope ID: E08608D0-5D38-4AC9-ADD5-47690F15D8A5
4
UNC SOM # 23-0415.t002
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
obligations.
c. Compensation After Termination.
i) In the event of termination, the Provider shall be paid that portion of the fees and
DocuSign Envelope ID: DA5A0C90-825A-46C3-AEEC-168419C4CF51DocuSign Envelope ID: E08608D0-5D38-4AC9-ADD5-47690F15D8A5
5
UNC SOM # 23-0415.t002
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.
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.
DocuSign Envelope ID: DA5A0C90-825A-46C3-AEEC-168419C4CF51DocuSign Envelope ID: E08608D0-5D38-4AC9-ADD5-47690F15D8A5
6
UNC SOM # 23-0415.t002
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
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
DocuSign Envelope ID: DA5A0C90-825A-46C3-AEEC-168419C4CF51DocuSign Envelope ID: E08608D0-5D38-4AC9-ADD5-47690F15D8A5
7
UNC SOM # 23-0415.t002
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:
If to County: If to Provider:
Orange County UNC-CH School of Medicine
P.O. Box 8181 Department of Health Sciences
Hillsborough, NC 27278 Bondurant Hall, CB #7120
Attn: Blake Rosser, Chapel Hill, NC 27599-7120
Interim Director of Orange Co. Housing Attn: Associate Chair for Administration
With a copy to:
UNC-CH Office of University Counsel
Campus Box #9105
123 W. Franklin St., Suite 600 A
Chapel Hill, NC 27599-9105
Attn: Vice Chancellor and General Counsel
DocuSign Envelope ID: DA5A0C90-825A-46C3-AEEC-168419C4CF51DocuSign Envelope ID: E08608D0-5D38-4AC9-ADD5-47690F15D8A5
8
UNC SOM # 23-0415.t002
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 THE
UNIVERSITY OF NORTH
CAROLINA AT CHAPEL HILL
SCHOOL OF MEDICINE
___________________________
Josephine Tetteh, JD
Director, Office of Professional Service
Contracts and Affiliations
___________________________
FOR AND ON BEHALF OF
ORANGE COUNTY
___________________________
Bonnie Hammersley
County Manager,
Orange County, North Carolina
___________________________
Date Date
DocuSign Envelope ID: DA5A0C90-825A-46C3-AEEC-168419C4CF51DocuSign Envelope ID: E08608D0-5D38-4AC9-ADD5-47690F15D8A5
6/17/20246/20/2024
9
UNC SOM # 23-0415.t002
EXHIBIT A
Compensation
Year Annual Amount Quarterly Amount
July 1, 2024 – June 30,2025 $27,000 $6,750.00
July 1, 2025 – June 30,2026 $27,270 $6,817.50
July 1, 2026 – June 30,2027 $27,543 $6,885.75
The maximum amount payable for Services in year one shall not exceed Twenty-Seven Thousand
Dollars ($27,000) payable in four (4) installments of $6,750 each with the first installment to be
invoiced on September 30, 2024, or upon execution of this agreement, and the remaining installments
to be invoiced at the end of December 2024, March 2025 and June 2025.
Compensation for subsequent years shall increase by a factor of 1% per year as indicated in the table
above. Invoicing for following years shall follow the schedule established above.
DocuSign Envelope ID: DA5A0C90-825A-46C3-AEEC-168419C4CF51DocuSign Envelope ID: E08608D0-5D38-4AC9-ADD5-47690F15D8A5
MIKE CAUSEY
INSURANCE COMMISSIONER
BRIAN TAYLOR
STATE FIRE MARSHAL
January 24, 2024
Re: NC State Tort
The State of North Carolina is self-insured and claims sovereign immunity, therefore cannot be sued
without its permission. For this reason, we do not purchase general liability insurance. However, by
statute (Chapter 143, Article 31), the State has waived its sovereign immunity against suits for negligence
of its employees or agents resulting from bodily injury or property damage up to a limit of $1,000,000
per claim. The North Carolina Industrial Commission is constituted a court for the purpose of hearing and
passing upon tort claims against departments, institutions, or agencies.
The State tort is not attached to a policy, therefore does not expire, or require an expiration date to be
placed on the certificate of coverage.
We trust that the above information provides the necessary certification needed by your organization. If
you have any questions or need additional information, please let us know.
Sincerely,
Latarsha Y. Silver, CRM
Risk Manager
OFFICE OF STATE FIRE MARSHAL
1202 MAIL SERVICE CENTER I RALEIGH NC 27699-1202 I TEL 919.647.0000 I Fax 866.851.6508. I WWW.NCOSFM.GOV
DocuSign Envelope ID: DA5A0C90-825A-46C3-AEEC-168419C4CF51DocuSign Envelope ID: E08608D0-5D38-4AC9-ADD5-47690F15D8A5
MIKE CAUSEY
INSURANCE COMMISSIONER
BRIAN TAYLOR
STATE FIRE MARSHAL
CERTIFICATE OF COVERAGE
Insurer: State of North Carolina
Authorization: North Carolina General Statute Sections 143-291 to 143-300.1A, commonly
referred to as the State Tort Claims Act.
Coverage: Tort Claims against Departments, Agencies, and Employees must be filed
in the North Carolina Industrial Commission and a legal defense is provided
by the State.
Limits $1,000,000 statutory damages cap per occurrence for Tort claims against
the State.
Description: UNC-Chapel Hill and its employees, officers, agents, as covered by the
Defense of State Employees as per NCGS § 143 300.2. The State Tort
does not expire.
Administrator: Department Insurance - Risk Management Division
Office of State Fire Marshal
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
OFFICE OF STATE FIRE MARSHAL
1202 MAIL SERVICE CENTER I RALEIGH NC 27699-1202 I TEL 919.647.0000 I Fax 866.851.6508. I WWW.NCOSFM.GOV
DocuSign Envelope ID: DA5A0C90-825A-46C3-AEEC-168419C4CF51DocuSign Envelope ID: E08608D0-5D38-4AC9-ADD5-47690F15D8A5
Revised 01/24
1
ORANGE COUNTY—INTERNAL USE ONLY
______________________________________________________________________________
Finance Information
Vendor Name: UNC at Chapel Hill Vendor Contact Person: Philip Chalmers Phone: 919-966-4559 Address:
UNC School of Medicine City Chapel Hill State: NC Zip: 27599 Department: Housing Amount: $84,000
Purpose: Coordination of Services Budget Code(s): 10470320 630000 Vendor # 10419
Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes X No
Contract Details
Contract Type: X New Amendment (Original Contract: ) (Most Recent Amendment )
Effective Date 7/1/24 End Date 6/30/27 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; X Service Under $90,000; Construction Under $250,000
- Budget Policy Section XV (Capital Improvement Project: )
Bidding
X Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# )
Department Affirmation
X 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.
This agreement is approved as to technical form and content . 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: ________
X 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:_________
DocuSign Envelope ID: DA5A0C90-825A-46C3-AEEC-168419C4CF51
6/7/2024
6/10/2024
6/10/2024
6/12/2024
DocuSign Envelope ID: E08608D0-5D38-4AC9-ADD5-47690F15D8A5