HomeMy WebLinkAbout2024-696-E-OCOEI Dept-Tilde Language Justice-Spanish Consecutive and Simultaneous InterpretationRevised 08/24
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[Departmental Use Only]
TITLE Language Services
FY 2024-2025
NORTH CAROLINA
SERVICES AGREEMENT NO RFP/RFQ
ORANGE COUNTY
This Services Agreement (hereinafter “Agreement”), made and entered into this 1s day of
July, 2024, (“Effective Date”) by and between Orange County, North Carolina a political
subdivision of the State of North Carolina (hereinafter, the "County") and Tilde Language Justice,
LLC, (hereinafter, the "Provider").
WITNESSETH:
That the County and Provider, for the consideration herein named, do hereby agree as follows:
1. Services
a. Scope of Work.
i) This Agreement is for services to be rendered by Provider to County with respect
to (insert type of project): Spanish Consecutive and Simultaneous Interpretation.
ii) By executing this Agreement, the 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.
iii) Provider will not provide interpretation services to the Orange County Health
Department.
iv) Time is of the essence with respect to this Agreement.
v) The services to be performed under this Agreement consist of Basic Services, as
described and designated in Section 3 hereof. Compensation to the Provider for
Basic Services under this Agreement shall be as set forth herein.
2. Contract
a. Contract. This Contract consists of this document and additional documents for certain
County Departments checked below:
i) For the County
The Scope of Work, description of services, and rate (Attachment A)
ii) For Health Department:
Health Department Additional Terms and Conditions (Attachment B)
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Business Associates Agreement (Attachment C)
Condition of Contract Statement (Attachment D)
iii) For Department of Social Services:
The General Terms and Conditions (Attachment E)
Federal Certification Regarding Drug-Free Workplace (Attachment F)
Conflict of Interest (Attachment G)
No Overdue Taxes (Attachment H)
3. Responsibilities of the Provider
a. Services to be provided. The Provider shall provide the County with all services required
in Section 3 to satisfactorily complete the Project within the time limitations set forth
herein and in accordance with the highest professional standards.
b. Standard of Care.
i) The Provider shall exercise reasonable care and diligence in performing services
under this Agreement in accordance with the highest generally accepted standards
of this type of Provider practice throughout the United States and in accordance
with applicable federal, state and local laws and regulations applicable to the
performance of these services. Provider is solely responsible for the professional
quality, accuracy and timely completion and submission of all work related to the
Basic Services.
ii) Provider shall be responsible for all errors or omissions of its agents, contractors,
employees, or assigns 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.
iii) The 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.
iv) 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, and any and all claims that may
or might arise under any workers compensation or other law or contract on behalf
of said employees while so engaged shall be the sole obligation and responsibility
of the Provider.
v) If activities related to the performance of this Agreement require specific licenses,
certifications, or related credentials Provider represents that it or its employees,
agents and subcontractors engaged in such activities possess such licenses,
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certifications, or credentials and that such licenses certifications, or credentials are
current, active, and not in a state of suspension or revocation.
vi) Should any documents, exhibits, or addenda be attached to this Agreement, the
terms of this Agreement shall have priority in any conflict with or among the terms
of such referenced documents, exhibits.
vii) Should this Agreement involve project designs, the construction or creation of
which is to be bid out or fulfilled by other contractors, and bidding or negotiation
with contractors produce prices which, when added to the other elements of the
approved total project cost, produce a cost that is in excess of the approved total
project cost, the Provider shall participate with the County in negotiation and design
adjustments to the extent such are necessary to obtain prices within the approved
total project cost. All activity of the Provider with respect to these matters shall
constitute Basic Services and shall be performed by the Provider without additional
compensation. If negotiation and design adjustments fail to bring costs within the
total project cost the County may reject all bids and Provider will redesign or reduce
portions of the project in an effort to reduce the bid prices to within the total project
cost and rebid the project. One such redesign is included within Basic Services. If
this second letting for bids does not produce bids that are within the approved total
project cost initially or after negotiations with the contractor the cost is not reduced
to an amount within the total project cost, the Provider is not obligated to engage
in further redesign.
4. Basic Services
a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows
(fully describe services to be provided): Interpretation rate is $110/hour consecutive and
simultaneous for virtual, telephonic, and in-person interpreting with a minimum charge of
2 hours per interpreter. No miles will be charge for in-person interpreting. For
simultaneous, two interpreters are necessary for most events. Recording $275.00 with a
minimum charge of 2 hours. Subtitling $26 /minute with a minimum of charge of 15
minutes. Voice over $ 200 hour with a minimum of 2 hours. Interpreting equipment: $50
per event and $75 per event for events 2.5 hours or longer. Rush surcharge: 25% on top
of interpreting fee for requests that are less than 48 hours in advance of the event (not
counting weekends) or for events that are 8 hours in duration or more with less than one
week’s notice. Translation: $0.22/word in document, website, or multimedia. $85 per
page for documents with fewer than 400 words. Rush Translation: 25% on top of
Translation Fee (applicable for translation requests of up to 1500 words to translate per
business day due within 24 to 72 business hours or translations with over 1500 words to
translate per day).
i) Interpretation services may be provided by the following means: In-person,
Telephone or other audio, Video.
5. Duration of Services
a. Term. The term of this Agreement shall be from July 1, 2024 to June 30, 2025.
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b. Scheduling of Services.
i) The Provider shall schedule and perform its activities in a timely manner.
ii) Should the County determine that the Provider is behind schedule, it may require
the Provider to expedite and accelerate its efforts, including providing additional
resources and working overtime, as necessary, to perform its services in accordance
with the approved project schedule at no additional cost to the County.
iii) The Commencement Date for the Provider's Basic Services shall be July 1, 2024.
6. Compensation
a. Compensation for Basic Services. Compensation for Basic 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 Basic Services shall not exceed Ten Thousand Dollars ($10,000). Payment
for satisfactorily performed Basic Services shall become due and payable within thirty
(30) days of Provider properly invoicing County. Payment shall be subject to provisions
of Section 5(b).
b. For interpretation services only:
i) County will compensate Provider as provided in this agreement for interpretation and
translation services at the rate prescribed. Per hour reimbursement will begin at the
time the Provider meets with County staff for the appointment and ends at the time
the staff and interpreter contact are completed. There will be a minimum of two (2)
hours of service for an in-person appointment. All subsequent appointments will be
paid according to the duration of the scheduled appointment time or the actual
appointment duration, whichever is longer. County will pay for a minimum of one (1)
hour of service for in-person appointments for clients who do not show up for an
appointment, and for those who cancel an appointment with less than 24-hour notice.
ii) In the case of an unexpected closing or delayed opening (e.g., inclement weather) of
the County Offices when providing interpretation services, the Provider shall not be
paid for missed appointments. When possible, the Provider is also asked to help call
his/her scheduled clients to inform them of the delay or closing.
iii) Virtual appointments will be governed by the attached Scope of Work. Virtual
appointments include telehealth appointments.
iv) The Provider will record the start and finish time worked to the minute. After the first
hour of service, payment will be calculated and paid per minute.
v) For interpreting events, that are booked for three (3) or more hours for a single event,
County will pay the provider 100% of the scheduled time. Interpreter events do not
include medical and dental appointments with the Health Department. If the event
ends early or if the provider arrives and their services are no longer required, then the
County will pay the provider 100% of the scheduled time.
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vi) The Provider shall submit one invoice per client, per appointment. All invoices should
be submitted to the County within thirty (30) days of Provider completing the service.
c. 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.
d. Additional Services. County shall not be responsible for costs related to any services in
addition to the Basic 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.
7. Responsibilities of the County
a. Cooperation and Coordination. The County has designated (Paul Slack) to act as the
County's representative with respect to the Project 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.
8. Insurance
a. General Requirements. Provider shall obtain, at its sole expense, Commercial General
Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any
additional insurance as may be required by County’s Risk Manager as such insurance
requirements are described in the Orange County Risk Transfer Policy and Orange
County Minimum Insurance Coverage Requirements (each document is incorporated
herein by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If
County’s Risk Manager determines additional insurance coverage is required such
additional insurance shall consist of Professional Liability or Errors and Omissions (if no
additional insurance required mark N/A as being not applicable). Provider shall not
commence work until such insurance is in effect and certification thereof has been
received by the County's Risk Manager.
9. Indemnity
a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without
limitation, 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 Project 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 except to the
extent same are caused by the negligence or willful misconduct of the County. It is the
intent of this provision to require the Provider to indemnify the County to the fullest extent
permitted under North Carolina law.
10. Amendments to the Agreement
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a. Changes in Basic Services. Changes in the Basic 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.
11. Termination
a. Termination for Convenience of the County. This Agreement may be terminated without
cause by the County and for its convenience upon seven (7) days’ prior written notice to
the 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
expenses that it has earned to the date of termination, less any costs or expenses
incurred or anticipated to be incurred by the County due to errors or omissions of
the Provider. 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 Project.
d. Waiver. The payment of any sums by the County under this Agreement or the failure of
the County to require compliance by the Provider with any provisions of this Agreement
or the waiver by the County of any breach of this Agreement shall not constitute a waiver
of any claim for damages by the County for any breach of this Agreement or a waiver of
any other required compliance with this Agreement.
e. Suspension. County may suspend the Basic Services and this Agreement at any time for
County’s convenience and without penalty to County upon three (3) days’ notice to
Provider. Upon any suspension by County, Provider shall discontinue work on the Basic
Services and shall not resume the Basic Services until notified to proceed by County.
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12. Additional Provisions
a. 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.
b. 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. 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.
c. 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.
d. 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.
e. 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.
f. 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.
g. Ownership of Work Product. Should Provider’s performance of this Agreement generate
documents, items or things that are specific to this Project such documents, items or things
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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.
h. 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.
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.
i. 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.
j. 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 Provider’s Name
Attention:Chief Equity and Inclusion Officer Tilde Language
Justice, LLC
P.O. Box 8181 732 9th St. PMB 681
Hillsborough, NC 27278 Durham, NC 27705
[SIGNATURE PAGE TO FOLLOW]
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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.
ORANGE COUNTY: PROVIDER:
By: _________________________________
Travis Myren,County Manager
By: __________________________________
Mikel Barton,Worker Owner
Printed Name and Title
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ORANGE COUNTY—INTERNAL USE ONLY
______________________________________________________________________________
Finance Information
Vendor Name: Tilde Language Justice, LLC Vendor Contact Person: Mikel Barton Phone: 919-960-1661
Address: 732 9th St. PMB 681 City Durham State: NC Zip: 27705 Department: OCOEI Amount: $10,000
Purpose: Spanish Consecutive and Simultaneous Interpretation Budget Code(s): There is no code in this document
because each Department pays for expenses out of their budget as services are utilized Vendor # 65568
Vendor Status with NCSOS: Active Vendor is a BOCC consultant: Yes No
Contract Details
Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment )
Effective Date July 1, 2024 End Date June 30, 2025 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:_________
Docusign Envelope ID: 6DCD8232-B100-4EAA-A93C-EEAF468E52E2
11/8/2024
11/12/2024
11/15/2024
11/18/2024
Revised 08/24
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Docusign Envelope ID: 6DCD8232-B100-4EAA-A93C-EEAF468E52E2
Language Services
FY 2024-25
Contract-Scope of Work (Aug. 2024) Page 1of 4
ATTACHMENT A
SCOPE OF WORK
Vendor #
A.Contractor Information
1.Contractor or Agency Name:
2.Contact Person:
Address:
Telephone: Fax:
Email:
3.Entity Status: Public Private, Not for Profit Private, For Profit
4.Contractor’s Financial Reporting Year through .
B.Service Provisions
1.Interpretation Services
On-Site Interpretation
Telephonic Interpretation
Video Interpretation
2.Translation Services
Document Translation
Website Translation
Multimedia Translations (e.g., audio, video)
3.Additional Services (Describe below)
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Language Services
FY 2024-25
Contract-Scope of Work (Aug. 2024) Page 2of 4
4.Languages Offered:
Amharic Japanese
Burmese Karen
Dari Chin-Falam
French Arabic
Korean Haitian Creole
Rohingya Ukrainian
Russian Portuguese
Spanish Mandarin
Swahili Pashto
Urdu Kinyarwanda
Vietnamese Romanian
Other Languages:
1.Please review each general contract departmental terms and conditions and
applicable disclosures to confirm the departments you are available to work
with this fiscal year.
Orange County Department of Social Services ***
Orange County Health Department
Virtual Appointment Disclosure
•No minimum for telehealth or virtual appointments.
•No minimum for add-on appointments.
•Interpreter will be reimbursed for the time scheduled for each
telehealth, virtual, and add-on appointment.
•County will pay for 100% of the time scheduled for an
appointment for clients who do not show up for an
appointment, and for those who cancel an appointment with less
than 24-hour notice.
Orange County Department of Aging
All other Orange County Departments
*** Denotes departments that provide for mileage reimbursement to
service rendered. Unless notated otherwise, mileage will not be
Docusign Envelope ID: 6DCD8232-B100-4EAA-A93C-EEAF468E52E2
Language Services
FY 2024-25
Contract-Scope of Work (Aug. 2024) Page 3of 4
reimbursable.
C.Rate per unit of service (define the unit):
1.Interpretation Services:
Service Rate Minimum Charge Additional Fees
(if any)
On-Site
Interpretation
Telephonic
Interpretation
Video Interpretation
(Does not include
Health Department)
2.Translation Services:
Service Rate Minimum Charge Additional Fees
(if any)
Document
Translation
Website
Translation
Multimedia
Translation
3.Other Services:
Service Description Rate Minimum Charge
$110/hr 2 hours Rush surcharge: 25% on
top of interpreting fee
for requests that are less
than 48 hours in
advance of the event
(not counting weekends)
or for events that are 8
hours in duration or
more with less than one
week’s notice.
$110/hr 2 hours
$110/hr 2 hours
$ 0.22/word or
$85/hr*
400 words Rush Translation: 25%
on top of Translation
Fee (applicable for
translation requests of
up to 1500 words to
translate per business
day due within 24 to 72
business hours or
translations with over
1500 words to translate
per day).
$ 0.22/word or
$85/hr*
$ 0.22/word or
$85/hr* *If an
accurate word
count is not
discernable/aplicab
le
Recorded Interpreting
Recorded Interpreting for pre-recorded
client-licensed presentations (Not
applicable for participatory events unless
they were originally interpreted but not
recorded)
$275/hr 2 hrs
Subtitling Translated subtitles
for client-licensed
audio-video
content.
$26/minute 15 minutes
Voice-over Translated voice-over
for client-licensed
audio-video content.
$200/hr of studio time 2 hrs
Interpreting
Equipment
$50 per event
$75 per event over 2.5
hours or longer.
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Language Services
FY 2024-25
Contract-Scope of Work (Aug. 2024) Page 4of 4
Provider Name, Title
Provider Signature Date
Authorized Orange County Representative, Title
Authorizing Signature Date
Mikel Barton, Worker Owner
Docusign Envelope ID: 6DCD8232-B100-4EAA-A93C-EEAF468E52E2
11/7/2024
11/18/2024
Travis Myren County Manager
General Terms and Conditions – (06/16) Page 1 of 5
ATTACHMENT E
GENERAL TERMS AND CONDITIONS
Orange County Department of Social Services and Department on Aging
Relationships of the Parties
Independent Contractor: The Contractor is and shall be
deemed to be an independent contractor in the performance
of this contract and as such shall be wholly responsible for
the work to be performed and for the supervision of its
employees. The Contractor represents that it has, or shall
secure at its own expense, all personnel required in
performing the services under this agreement. Such
employees shall not be employees of, or have any
individual contractual relationship with the County.
Subcontracting: The Contractor shall not subcontract any
of the work contemplated under this contract without prior
written approval from the County. Any approved
subcontract shall be subject to all conditions of this
contract. Only the subcontractors specified in the contract
documents are to be considered approved upon award of
the contract. The County shall not be obligated to pay for
any work performed by any unapproved subcontractor.
The Contractor shall be responsible for the performance of
all of its subcontractors.
Assignment: No assignment of the Contractor's
obligations or the Contractor's right to receive payment
hereunder shall be permitted. However, upon written
request approved by the issuing purchasing authority, the
County may:
(a) Forward the Contractor's payment check(s)
directly to any person or entity designated by the
Contractor, or
(b) Include any person or entity designated by
Contractor as a joint payee on the Contractor's
payment check(s).
In no event shall such approval and action obligate the
County to anyone other than the Contractor and the
Contractor shall remain responsible for fulfillment of all
contract obligations.
Beneficiaries: Except as herein specifically provided
otherwise, this contract shall inure to the benefit of and be
binding upon the parties hereto and their respective
successors. It is expressly understood and agreed that the
enforcement of the terms and conditions of this contract,
and all rights of action relating to such enforcement, shall
be strictly reserved to the County and the named
Contractor. Nothing contained in this document shall give
or allow any claim or right of action whatsoever by any
other third person. It is the express intention of the County
and Contractor that any such person or entity, other than
the County or the Contractor, receiving services or benefits
under this contract shall be deemed an incidental
beneficiary only.
Indemnity and Insurance
Indemnification: The Contractor agrees to indemnify and
hold harmless the County and any of their officers, agents
and employees, from any claims of third parties arising out
or any act or omission of the Contractor in connection with
the performance of this contract.
Insurance: During the term of the contract, the Contractor
at its sole cost and expense shall provide commercial
insurance of such type and with such terms and limits as
may be reasonably associated with the contract. As a
minimum, the Contractor shall provide and maintain the
following coverage and limits:
(a) Worker’s Compensation - The contractor shall
provide and maintain Worker’s Compensation
Insurance as required by the laws of North
Carolina, as well as employer’s liability coverage
with minimum limits of $500,000.00, covering all
of Contractor’s employees who are engaged in any
work under the contract. If any work is sublet, the
Contractor shall require the subcontractor to
provide the same coverage for any of his
employees engaged in any work under the
contract.
(b) Commercial General Liability - General
Liability Coverage on a Comprehensive Broad
Form on an occurrence basis in the minimum
amount of $1,000,000.00 Combined Single Limit.
(Defense cost shall be in excess of the limit of
liability.)
(c) Automobile Liability Insurance: The Contractor
shall provide automobile liability insurance with a
combined single limit of $500,000.00 for bodily
injury and property damage; a limit of
$500,000.00 for uninsured/under insured motorist
coverage; and a limit of $25,000.00 for medical
payment coverage. The Contractor shall provide
this insurance for all automobiles that are:
(a) owned by the Contractor and used in the
performance of this contract;
(b) hired by the Contractor and used in the
performance of this contract; and
(c) Owned by Contractor’s employees and
used in performance of this contract (“non-
owned vehicle insurance”). Non-owned
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vehicle insurance protects employers when
employees use their personal vehicles for
work purposes. Non-owned vehicle
insurance supplements, but does not
replace, the car-owner’s liability insurance.
The Contractor is not required to provide and maintain
automobile liability insurance on any vehicle – owned,
hired, or non-owned -- unless the vehicle is used in the
performance of this contract.
(d) The insurance coverage minimums specified in
subparagraph (a) are exclusive of defense costs.
(e) The Contractor understands and agrees that the
insurance coverage minimums specified in
subparagraph (a) are not limits, or caps, on the
Contractor’s liability or obligations under this contract.
(f) The Contractor may obtain a waiver of any one or more
of the requirements in subparagraph (a) by
demonstrating that it has insurance that provides
protection that is equal to or greater than the coverage
and limits specified in subparagraph (a). The County
shall be the sole judge of whether such a waiver
should be granted.
(g) The Contractor may obtain a waiver of any one or more
of the requirements in paragraph (a) by demonstrating
that it is self-insured and that its self-insurance
provides protection that is equal to or greater than the
coverage and limits specified in subparagraph (a). The
County shall be the sole judge of whether such a
waiver should be granted.
(h) Providing and maintaining the types and amounts of
insurance or self-insurance specified in this paragraph
is a material obligation of the Contractor and is of the
essence of this contract.
(i) The Contractor shall only obtain insurance from
companies that are authorized to provide such
coverage and that are authorized by the Commissioner
of Insurance to do business in the State of North
Carolina. All such insurance shall meet all laws of the
State of North Carolina.
(j) The Contractor shall comply at all times with all lawful
terms and conditions of its insurance policies and all
lawful requirements of its insurer.
(k) The Contractor shall require its subcontractors to
comply with the requirements of this paragraph.
(l) The Contractor shall demonstrate its compliance with
the requirements of this paragraph by submitting
certificates of insurance to the County before the
Contractor begins work under this contract.
Transportation of Clients by Contractor: The contractor
will maintain Insurance requirements if required as noted
under Article 7 Rule R2-36 of the North Carolina Utilities
Commission.
Default and Termination
Termination Without Cause: The County may terminate
this contract without cause by giving 30 days written
notice to the Contractor.
Termination for Cause: If, through any cause, the
Contractor shall fail to fulfill its obligations under this
contract in a timely and proper manner, the County shall
have the right to terminate this contract by giving written
notice to the Contractor and specifying the effective date
thereof. In that event, all finished or unfinished deliverable
items prepared by the Contractor under this contract shall,
at the option of the County, become its property and the
Contractor shall be entitled to receive just and equitable
compensation for any satisfactory work completed on such
materials, minus any payment or compensation previously
made. Notwithstanding the foregoing provision, the
Contractor shall not be relieved of liability to the County
for damages sustained by the County by virtue of the
Contractor’s breach of this agreement, and the County may
withhold any payment due the Contractor for the purpose
of setoff until such time as the exact amount of damages
due the County from such breach can be determined. In
case of default by the Contractor, without limiting any
other remedies for breach available to it, the County may
procure the contract services from other sources and hold
the Contractor responsible for any excess cost occasioned
thereby. The filing of a petition for bankruptcy by the
Contractor shall be an act of default under this contract.
Waiver of Default: Waiver by the County of any default
or breach in compliance with the terms of this contract by
the Provider shall not be deemed a waiver of any
subsequent default or breach and shall not be construed to
be modification of the terms of this contract unless stated
to be such in writing, signed by an authorized
representative of the County and the Contractor and
attached to the contract.
Availability of Funds: The parties to this contract agree
and understand that the payment of the sums specified in
this contract is dependent and contingent upon and subject
to the appropriation, allocation, and availability of funds
for this purpose to the County.
Force Majeure: Neither party shall be deemed to be in
default of its obligations hereunder if and so long as it is
prevented from performing such obligations by any act of
war, hostile foreign action, nuclear explosion, riot, strikes,
civil insurrection, earthquake, hurricane, tornado, or other
catastrophic natural event or act of God.
Survival of Promises: All promises, requirements, terms,
conditions, provisions, representations, guarantees, and
warranties contained herein shall survive the contract
expiration or termination date unless specifically provided
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otherwise herein, or unless superseded by applicable
Federal or State statutes of limitation.
Intellectual Property Rights
Copyrights and Ownership of Deliverables: All
deliverable items produced pursuant to this contract are the
exclusive property of the County. The Contractor shall not
assert a claim of copyright or other property interest in
such deliverables.
Federal Intellectual Property Bankruptcy Protection
Act: The Parties agree that the County shall be entitled to
all rights and benefits of the Federal Intellectual Property
Bankruptcy Protection Act, Public Law 100-506, codified
at 11 U.S.C. 365 (n) and any amendments thereto.
Compliance with Applicable Laws
Compliance with Laws: The Contractor shall comply
with all laws, ordinances, codes, rules, regulations, and
licensing requirements that are applicable to the conduct of
its business, including those of federal, state, and local
agencies having jurisdiction and/or authority. 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.
Title VI, Civil Rights Compliance: In accordance with
Federal law and U.S. Department of Agriculture (USDA)
and U.S. Department of Health and Human Services
(HHS) policy, this institution is prohibited from
discriminating on the basis of race, color, national origin,
sex, age or disability. Under the Food Stamp Act and
USDA policy, discrimination is prohibited also on the
basis of religion or political beliefs.
Equal Employment Opportunity: The Contractor shall
comply with all federal and State laws relating to equal
employment opportunity.
Health Insurance Portability and Accountability Act
(HIPAA): The Contractor agrees that, if the County
determines that some or all of the activities within the
scope of this contract are subject to the Health Insurance
Portability and Accountability Act of 1996, P.L. 104-91,
as amended (“HIPAA”), or its implementing regulations,
it will comply with the HIPAA requirements and will
execute such agreements and practices as the County
may require to ensure compliance.
(a) Data Security: The Contractor shall adopt and
apply data security standards and procedures
that comply with all applicable federal, state and
local laws, regulations, and rules.
(b) Duty to Report: The Contractor shall report a
suspected or confirmed security breach to the
local Department of Social Services Contract
Administrator within twenty-four (24) hours
after the breach is first discovered, provided that
the Contractor shall report a breach involving
Social Security Administration data or Internal
Revenue Service Data within one (1) hour after
the breach is first discovered.
(c) Cost Borne by Contractor: If any applicable
federal, state, or local law, regulation or rule
requires the Contractor give written notice of a
security breach to affected persons, the Contract
shall bear the cost of the notice.
Trafficking Victims Protection Act of 2000:
The Contractor will comply with the requirements of
Section 106(g) of the Trafficking Victims Protection Act
of 2000, as amended (22 U.S.C. 7104)
Executive Order # 24: It is unlawful for any vendor,
contractor, subcontractor or supplier of the state to make
gifts or to give favors to any state employee. For
additional information regarding the specific
requirements and exemptions, contractors are
encouraged to review Executive Order 24 and G.S. Sec.
133-32.
Confidentiality
Confidentiality: Any information, data, instruments,
documents, studies or reports given to or prepared or
assembled by the Contractor under this agreement shall be
kept as confidential and not divulged or made available to
any individual or organization without the prior written
approval of the County. The Contractor acknowledges that
in receiving, storing, processing or otherwise dealing with
any confidential information it will safeguard and not
further disclose the information except as otherwise
provided in this contract.
Oversight
Access to Persons and Records: The State Auditor shall
have access to persons and records as a result of all
contracts or grants entered into by State agencies or
political subdivisions in accordance with General Statute
147-64.7. Additionally, as the State funding authority, the
Department of Health and Human Services shall have
access to persons and records as a result of all contracts or
grants entered into by State agencies or political
subdivisions.
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Record Retention: Records shall not be destroyed,
purged or disposed of without the express written consent
of the Division. State basic records retention policy
requires all grant records to be retained for a minimum of
five years or until all audit exceptions have been resolved,
whichever is longer. If the contract is subject to federal
policy and regulations, record retention may be longer than
five years since records must be retained for a period of
three years following submission of the final Federal
Financial Status Report, if applicable, or three years
following the submission of a revised final Federal
Financial Status Report. Also, if any litigation, claim,
negotiation, audit, disallowance action, or other action
involving this Contract has been started before expiration
of the five-year retention period described above, the
records must be retained until completion of the action and
resolution of all issues which arise from it, or until the end
of the regular five-year period described above, whichever
is later. The record retention period for Temporary
Assistance for Needy Families (TANF) and MEDICAID
and Medical Assistance grants and programs must be
retained for a minimum of ten years.
Warranties and Certifications
Date and Time Warranty: The Contractor warrants that
the product(s) and service(s) furnished pursuant to this
contract (“product” includes, without limitation, any piece
of equipment, hardware, firmware, middleware, custom or
commercial software, or internal components, subroutines,
and interfaces therein) that perform any date and/or time
data recognition function, calculation, or sequencing will
support a four digit year format and will provide accurate
date/time data and leap year calculations. This warranty
shall survive the termination or expiration of this contract.
Certification Regarding Collection of Taxes: G.S. 143-
59.1 bars the Secretary of Administration from entering
into contracts with vendors that meet one of the conditions
of G.S. 105-164.8(b) and yet refuse to collect use taxes on
sales of tangible personal property to purchasers in North
Carolina. The conditions include: (a) maintenance of a
retail establishment or office; (b) presence of
representatives in the State that solicit sales or transact
business on behalf of the vendor; and (c) systematic
exploitation of the market by media-assisted, media-
facilitated, or media-solicited means. The Contractor
certifies that it and all of its affiliates (if any) collect all
required taxes.
E-Verify
Pursuant to G.S. 143-48.5, the undersigned hereby certifies
that the Contractor named below, and the Contractor’s
subcontractors, complies with the requirements of Article 2
of Chapter 64 of the NC General Statutes.
Miscellaneous
Choice of Law: The validity of this contract and any of its
terms or provisions, as well as the rights and duties of the
parties to this contract, are governed by the laws of North
Carolina. The Contractor, by signing this contract, agrees
and submits, solely for matters concerning this Contract, to
the exclusive jurisdiction of the courts of North Carolina
and agrees, solely for such purpose, that the exclusive
venue for any legal proceedings shall be Orange County,
North Carolina. The place of this contract and all
transactions and agreements relating to it, and their situs
and forum, shall be Orange County, North Carolina, where
all matters, whether sounding in contract or tort, relating to
the validity, construction, interpretation, and enforcement
shall be determined.
Amendment: This contract may not be amended orally or
by performance. Any amendment must be made in written
form and executed by duly authorized representatives of
the County and the Contractor.
Severability: In the event that a court of competent
jurisdiction holds that a provision or requirement of this
contract violates any applicable law, each such provision
or requirement shall continue to be enforced to the extent it
is not in violation of law or is not otherwise unenforceable
and all other provisions and requirements of this contract
shall remain in full force and effect.
Headings: The Section and Paragraph headings in these
General Terms and Conditions are not material parts of the
agreement and should not be used to construe the meaning
thereof.
Time of the Essence: Time is of the essence in the
performance of this contract.
Key Personnel: The Contractor shall not replace any of
the key personnel assigned to the performance of this
contract without the prior written approval of the County.
The term “key personnel” includes any and all persons
identified as such in the contract documents and any other
persons subsequently identified as key personnel by the
written agreement of the parties.
Care of Property: The Contractor agrees that it shall be
responsible for the proper custody and care of any property
furnished to it for use in connection with the performance
of this contract and will reimburse the County for loss of,
or damage to, such property. At the termination of this
contract, the Contractor shall contact the County for
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instructions as to the disposition of such property and shall
comply with these instructions.
Travel Expenses: Reimbursement, if provided in this
Agreement, to the Contractor for travel mileage, meals,
lodging and other travel expenses incurred in the
performance of this contract shall not exceed the rates
established in County policy.
Sales/Use Tax Refunds: If eligible, the Contractor and all
subcontractors shall: (a) ask the North Carolina
Department of Revenue for a refund of all sales and use
taxes paid by them in the performance of this contract,
pursuant to G.S. 105-164.14; and (b) exclude all
refundable sales and use taxes from all reportable
expenditures before the expenses are entered in their
reimbursement reports.
Advertising: The Contractor shall not use the award of
this contract as a part of any news release or commercial
advertising.
Orange County Living Wage: Orange County is
committed to providing its employees with a living wage
and encourages agencies to which it provides funding to
pursue the same goal. The County’s living wage hourly
standard, as adopted by the Orange County Board of
County Commissioners annually, can be found in the
Orange County Budget Ordinance. To the extent possible,
Orange County recommends that the Contractor and all
subcontractors provide a living wage, as defined in this
section, to their employees.
Signatures: 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.
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ATTACHMENT F
CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS
Orange County Department of Social Services I. By execution of this Agreement the Contractor certifies that it will provide a drug-free workplace by:
A. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the Contractor’s workplace and specifying the actions that will be taken against employees for violation of such prohibition; B. Establishing a drug-free awareness program to inform employees about: (1) The dangers of drug abuse in the workplace; (2) The Contractor’s policy of maintaining a drug-free workplace; (3) Any available drug counseling, rehabilitation, and employee assistance programs; and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace;
C. Making it a requirement that each employee be engaged in the performance of the agreement be given a copy of the statement required by paragraph (A); D. Notifying the employee in the statement required by paragraph (A) that, as a condition of employment under the agreement, the employee will: (1) Abide by the terms of the statement; and (2) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction;
E. Notifying the County within ten days after receiving notice under subparagraph (D)(2) from an employee or otherwise receiving actual notice of such conviction; F. Taking one of the following actions, within 30 days of receiving notice under subparagraph (D)(2), with respect to any employee who is so convicted: (1) Taking appropriate personnel action against such an employee, up to and including termination; or (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; and
Making a good faith effort to continue to maintain a drug-free workplace through
implementation of paragraphs (A), (B), (C), (D), (E), and (F).
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II. The site(s) for the performance of work done in connection with the specific agreement are listed below:
1. __________ 113 Mayo Street______________________ (Street address)
___________Hillsborough, Orange, NC, 27278 ____________ (City, county, state, zip code)
2. _____________2501 Homestead Road____________________ (Street address)
___________Chapel Hill, Orange, NC, 27516______________ (City, county, state, zip code) Contractor will inform the County of any additional sites for performance of work under this agreement. False certification or violation of the certification shall be grounds for suspension of payment, suspension or termination of grants, or government-wide Federal suspension or debarment (Section 4 CFR Part 85, Section 85.615 and 86.620).
_________________________________ __________________________________
Signature Title
_________________________________ __________________________________
Agency/Organization Date
(Certification signature should be same as Contract signature.)
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