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HomeMy WebLinkAbout2025-014-E-Aging Dept-UNC Partnerships In aging Program-MAP1 UNC SOM # 25-0153 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 Master Aging Plan (MAP) Project (the “Project”) as more fully described in Attachment A, Services, attached hereto and incorporated herein by reference (the “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 Services. The Provider shall provide the Services pursuant to Attachment A to this Agreement. 3. Duration of Services a. Term. The term of this Agreement shall be from July 1, 2024 to June 30, 2025. b. Scheduling of Services. Docusign Envelope ID: 03850B83-8F26-4ECE-AC84-31E6F24E51D6 2 UNC SOM # 25-0153 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 the Services shall include all compensation due to the Provider from the County for all Services performed pursuant to this Agreement. The maximum amount payable for the Services shall not exceed Twenty-One Thousand Four Hundred and Forty U.S. Dollars ($21,440). The Provider shall invoice County for the total amount due for the Services provided pursuant to this Agreement within thirty (30) days of execution of this Agreement by the parties. Payment for the Services shall become due and payable within thirty (30) days of Provider properly invoicing Count y. Payment shall be subject to the provisions of Section 4(b) below. 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 Cooperation and Coordination. The County has designated Janice Tyler, Director, Orange County Department on Aging, to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 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 Docusign Envelope ID: 03850B83-8F26-4ECE-AC84-31E6F24E51D6 3 UNC SOM # 25-0153 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 by the Provider prior to, and as a result of, an early termination. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, that 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 and any costs incurred by Provider due to the early termination. 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. 9. Additional Provisions a. Amendments to the Agreement. Docusign Envelope ID: 03850B83-8F26-4ECE-AC84-31E6F24E51D6 4 UNC SOM # 25-0153 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. 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 Docusign Envelope ID: 03850B83-8F26-4ECE-AC84-31E6F24E51D6 5 UNC SOM # 25-0153 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 section 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 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 Docusign Envelope ID: 03850B83-8F26-4ECE-AC84-31E6F24E51D6 6 UNC SOM # 25-0153 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: County Provider Orange County University of North Carolina at Chapel Hill P.O. Box 8181 School of Medicine Hillsborough, NC 27278 Department of Health Sciences Attn: Janice Tyler, Bondurant Hall, Campus Box # 7120 Director, Orange County Chapel Hill, NC 27599-7120 Department on Aging Attn: Kevin Castle, Contracts Specialist With a copy which shall not constitute notice to: Office of University Counsel The University of North Carolina at Chapel Hill Campus Box #9105 123 W. Franklin St., Suite 600A Chapel Hill, NC 27599-9105 Attn: Vice Chancellor and General Counsel Docusign Envelope ID: 03850B83-8F26-4ECE-AC84-31E6F24E51D6 7 UNC SOM # 25-0153 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 ___________________________ ___________________________ Travis Myren Josephine Tetteh, JD Orange County Manager Director, Office of Professional Service Contracts and Affiliations ___________________________ ___________________________ Date Date Docusign Envelope ID: 03850B83-8F26-4ECE-AC84-31E6F24E51D6 1/6/2025 8 UNC SOM # 25-0153 ATTACHMENT A SERVICES July 1, 2024 – June 30, 2025 Provider Services Rate Hours per Month/Week Compensation Ryan Lavalley, PhD, OTR/L  Lead MAP Housing workgroup  Consultation and mentorship on topics to include: o Collective impact o Map program evaluation o Data collection $145.00/hour 6 hours/month for 12 months $10,440.00 Leiha Edmonds, MUPP  Coordination of MAP workgroups  MAP workgroup data collection and organization  MAP year to date evaluation for FY24 $25.00/hour 8 hours/week for 50 weeks $10,000.00 Graduate Intern  Update Senior Housing Guide $20.00/hour 5 hours/week for 10 weeks $1,000.00 TOTAL $21,440.00 The maximum amount payable to the Provider for the Services shall be Twenty-One Thousand Four Hundred and Forty U.S. Dollars ($21,440.00). Provider shall invoice County in accordance with Section 4(a) of this Agreement. Docusign Envelope ID: 03850B83-8F26-4ECE-AC84-31E6F24E51D6 12/6/2024 Director 9 UNC SOM # 25-0153 ORANGE COUNTY—DEPARTMENT USE ONLY Department Party/Vendor Name: UNC Partnerships In aging Program Party/Vendor Contact Person: Contact Phone: Party/Vendor Address: 1700 Martin Luther King Jr. Blvd, Office # 246 City Chapel Hill State: NC Zip: 27599 Department: Aging Amount: $21500 Purpose: MAP Budget Code(s): 30430120-630120-71099 Vendor # 10419 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 08/01/2024 Approved by Board Yes No Agenda Date: This agreement is approved as to technical form and content: Department Director’s Signature Date: Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer Date: Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer Date: Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney Date: Clerk to the Board Received for record retention: All Docusign contracts must be copied to Sherri Ingersoll upon completion: singersoll@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: Docusign Envelope ID: 03850B83-8F26-4ECE-AC84-31E6F24E51D6 12/6/2024 12/13/2024 12/13/2024 1/6/2025 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: 03850B83-8F26-4ECE-AC84-31E6F24E51D6 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: 03850B83-8F26-4ECE-AC84-31E6F24E51D6