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HomeMy WebLinkAboutNational Association of County and City Health Officials (NACCHO) - 112122c- -�tf,4 : 0-wf 6 NACCHO CONTRACT # 2022- 080901 CONTRACTOR AGREEMENT This Contractor Agreement is entered into, effective as of the date of the later signature indicated below, by and between the National Association of County and City Health Officials (hereinafter referred to as "NACCHO"), with its principal place of business at 1201 (I) Eye Street NW 4th Fl., Washington, DC 20005, and County of Jefferson through Jefferson County dba Jefferson County Public Health (hereinafter referred to as "Contractor"), with its principal place of business at 615 Sheridan Street, Port Townsend, WA 98368. WHEREAS, NACCHO wishes to hire Contractor to provide certain goods and/or services to NACCHO; WHEREAS, Contractor wishes to provide such goods and/or services to NACCHO; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, do hereby agree as follows: ARTICLE I: SPECIAL PROVISIONS 1. PURPOSE OF AGREEMENT: Contractor agrees to provide the goods and/or services to NACCHO to enhance the programmatic activities of CDC GRANT # 6NU380T000306-03-06, CFDA # 93.421, as described in Attachment I. The terms of Attachment I shall be incorporated into this Agreement as if fully set forth herein. Contractor shall act at all times in a professional manner consistent with the standards of the industry. 2. TERM OF AGREEMENT: The term of the Agreement shall begin on April 1, 2022, and shall continue in effect until December 31, 2022, unless earlier terminated in accordance with the terms herein. NACCHO has been approved through "Expanded Authority" to temporarily continue programmatic activities of CDC GRANT #6NU380T000306-03-06, while waiting for CDC's acceptance and approval, in compliance with applicable guidance, federal rules and regulations. NACCHO reserves the right to exercise clause 6 of this Agreement, when requested by its Primary Funder. Expiration of the term or termination of this Agreement shall not extinguish any rights or obligations of the parties that have accrued prior thereto. The term of this Agreement may be extended by mutual agreement of the parties. 3. PAYMENT FOR SERVICES: In consideration for professional services to be performed, NACCHO agrees to pay Contractor an amount not to exceed $ 35,000.00. All payments will be made within 30 days of receipt of invoice(s) from Contractor and following approval by NACCHO for approved services, as outlined on Attachment I. An invoice must be submitted as follows: AD-22-054 Contract # 2022- 080901 Page 2 1Cuce Na; Amount Delxe�+e Due Invoice I $19,825.00 - Attendance recorded by NACCHO and April 1 to Slide from Kick-off call ($1,250.00) July 31, 2022 - Record of participation in site training needs assessment ($1,250.00) - Attendance recorded by NACCHO from in initial individual TA session ($2,250.00) - Attendance recorded by NACCHO from one (1) training workshop ($2,250.00) - Draft of administrative preparedness plan or section of plan ($2,250.00) - Completed Short term interim Progress Report ($8,500.00) - Record of completion of evaluation activities ($2,075.00) Invoice H $15,175.00 - Attendance recorded by NACCHO from August 1 to two (2) training workshops ($4,500.00) December 31, - Attendance recorded by NACCHO from 2022 project wrap up call ($1,250.00) Note: Funding is - Administrative preparedness plan or plan contingent upon section ($3,800.00) NACCHO - Final report slide ($1,250.00) receiving approval from CDC for a - Record of completion of required no -cost extension. evaluation activities ($4,375.00) NACCHO will issue a contract modification on/around July 2022 to extend the period of performance and allocate additional funds. NACCHO award number must be included on all invoices. Unless otherwise expressly stated in this Agreement, all amounts specified in, and all payments to be made under, this Agreement shall be in United States Dollars. The parties agree that payment method shall be made by check, via postage -paid first class mail, at the address for the giving of notices as set forth in Section 23 of this Agreement. Any changes of payment method would require a modification signed by both parties. The final invoice must be received by NACCHO no later than 15 days after the end date of the Agreement. Contractor will be given an opportunity to revise as needed but the final revised invoice must be received no later than 30 days after the end date of the Agreement. NACCHO will not accept any invoices past 30 days of the end date of the Agreement. Contract # 2022- 080901 ARTICLE II: GENERAL PROVISIONS Page 3 1. INDEPENDENT CONTRACTOR: Contractor shall act as an independent contractor, and Contractor shall not be entitled to any benefits to which NACCHO employees may be entitled. 2. PAYMENT OF TAXES AND OTHER LEVIES: Contractor shall be exclusively responsible for reporting and payment of all income tax payments, unemployment insurance, worker's compensation insurance, social security obligations, and similar taxes and levies. 3. LIABILITY: All liability to third parties, loss, or damage as a result of claims, demands, costs, or judgments arising out of activities, such as direct service delivery, to be carried out by the Contractor in the performance of this agreement shall be the responsibility of the Contractor, and not the responsibility of NACCHO, if the liability, loss, or damage is caused by, or arises out of, the actions of failure to act on the part of the Contractor, any subcontractor, anyone directly or indirectly employed by the Contractor. All liability to third parties, loss, or damage as result of claims, demands, costs, or judgments arising out of activities, such as the provision of policy and procedural direction, to be carried out by NACCHO in the performance of this agreement shall be the responsibility of NACCHO, and not the responsibility of the Contractor, if the liability, loss, or damage is caused by, or arises out of, the action or failure to act on the part of any NACCHO employee. In the event that liability to third parties, loss, or damage arises as a result of activities conducted jointly by the Contractor and NACCHO in fulfillment of their responsibilities under this agreement, such liability, loss, or damage shall be borne by the Contractor and NACCHO in relation to each party's responsibilities under these joint activities. 4. REVISIONS AND AMENDMENTS: Any revisions or amendments to this Agreement must be made in writing and signed by both parties. 5. ASSIGNMENT: Without prior written consent of NACCHO, Contractor may not assign this Agreement nor delegate any duties herein. 6. CONTINGENCY CLAUSE: This Agreement is subject to the terms of any agreement between NACCHO and its Primary Funder and in particular may be terminated by NACCHO without penalty or further obligation if the Primary Funder terminates, suspends or materially reduces its funding for any reason. Additionally, the payment obligations of NACCHO under this Agreement are subject to the timely fulfillment by the Primary Funder of its funding obligations to NACCHO. 7. INTERFERING CONDITIONS: Contractor shall promptly and fully notify NACCHO of any condition that interferes with, or threatens to interfere with, the successful carrying out of Contractor's duties and responsibilities under this Agreement, or the accomplishment of the purposes thereof. Such notice shall not relieve Contractor of said duties and responsibilities Contract # 2022- 080901 under this Agreement. Page 4 8. OWNERSHIP OF MATERIALS: Contractor hereby transfers and assigns to NACCHO all right, title and interest (including copyright rights) in and to all materials created or developed by Contractor pursuant to this Agreement, including, without limitation, reports, summaries, articles, pictures and art (collectively, the "Materials") (subject to any licensed third -parry rights retained therein). Contractor shall inform NACCHO in writing of any third -party rights retained within the Materials and the terms of all license agreements to use any materials owned by others. Contractor understands and agrees that Contractor shall retain no rights to the Materials and shall assist NACCHO, upon reasonable request, with respect to the protection and/or registrability of the Materials. Contractor represents and warrants that, unless otherwise stated to NACCHO in writing, the Materials shall be original works and shall not infringe or violate the rights of any third party or violate any law. The obligations of this paragraph are subject to any applicable requirements of the Federal funding agency. 9. RESOLUTION OF DISPUTES: The parties shall use their best, good faith efforts to cooperatively resolve disputes and problems that arise in connection with this Agreement. Both parties will make a good faith effort to continue without delay to carry out their respective responsibilities under the Agreement while attempting to resolve the dispute under this section. If a dispute arises between the parties that cannot be resolved by direct negotiation, the dispute shall be submitted to a dispute board for a nonbinding determination. Members of the dispute board shall be the Director or Chief Executive Officer of the Contractor, the Chief Executive Officer of NACCHO, and the Senior Staff of NACCHO responsible for this Agreement. The costs of the dispute board shall be paid by the Contractor and NACCHO in relation to the actual costs incurred by each of the parties. The dispute board shall timely review the facts, Agreement terms and applicable law and rules, and make its determination. If such efforts fail to resolve the differences, the disputes will be submitted to arbitration in the District of Columbia before a single arbitrator in accordance with the then current rules of the American Arbitration Association. The arbitration award shall be final and binding upon the parties and judgment may be entered in any court of competent jurisdiction. 10. TERMINATION: Either party may terminate this Agreement upon at least fifteen (15) days prior written notice to the other party. NACCHO will pay Contractor for services rendered through the date of termination. 11. ENTIRE AGREEMENT: This Agreement contains all agreements, representations, and understandings of the parties regarding the subject matter hereof and supersedes and replaces any and all previous understandings, commitments, or agreements, whether oral or written, regarding such subject matter. 12. PARTIAL INVALIDITY: If any part, term, or provision of this Agreement shall be held void, illegal, unenforceable, or in conflict with any law, such part, term or provision shall be restated in accordance with applicable law to best reflect the intentions of the parties and the remaining portions or provisions shall remain in full force and effect and shall not be affected. Contract # 2022- 080901 Page 5 13. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the District of Columbia (without regard to its conflict of law's provisions). 14. ADDITIONAL FUNDING: Unless prior written authorization is received from NACCHO, no additional funds will be allocated to this project for work performed beyond the scope specified or time frame cited in this Agreement. 15. REMEDIES FOR MISTAKES: If work that is prepared by the Contractor contains errors or misinformation, the Contractor will correct error(s) within five business days. The Contractor will not charge NACCHO for the time it takes to rectify the situation. 16. COMPLIANCE WITH FEDERAL LAWS AND REGULATIONS: Contractor's use of funds under this Agreement is subject to the directives of and full compliance with 2 CFR Part 200 (Uniform Administrative Requirements, Costs Principles, and Audit Requirements for Federal Awards), and 45 C.F.R. Part 75 (Uniform Administrative Requirements, Cost Principles, and Audit Requirements for HHS Awards), It is the Contractor's responsibility to understand and comply with all requirements set forth therein. 17. EQUAL EMPLOYMENT OPPORTUNITY: Pursuant to 2 CFR 200 Subpart D , Contractor will comply with E.O. 11246, "Equal Employment Opportunity," as amended by E.O. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and as supplemented by regulations at 41 C.F.R. part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." 18. DEBARRED OR SUSPENDED CONTRACTORS: Pursuant to Executive Order 12549 and Executive Order 12689 entitled "Debarment and Suspension" and 2 CFR 180, Organization certifies to the best of its knowledge that it is not presently debarred or suspended and will execute no subcontract with parties listed on the General Services Administration's List of Parties Excluded from Federal Procurement or Non -procurement Programs. 19. LOBBYING RESTRICTIONS AND DISCLOSURES: Pursuant to 2 CFR 200 Subpart E, Contractor hereby certifies that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Contractor will also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. 20. SALARY LIMITATION: Pursuant to CDC Additional Requirement — 32: Appropriation Act, General Provisions, cap on Salaries (Division H, Title II, General Provisions, Sec. 202): None of the funds appropriated in this Agreement shall be used to pay the salary of an individual, through a grant or other extramural mechanism, at a rate in excess of Executive Level II. Note: The salary rate limitation does not restrict the salary that an organization may pay an individual Contract # 2022- 080901 Page 6 working under an HHS contract or order; it merely limits the portion of that salary that may be paid with federal funds. 21. COMPLIANCE WITH FEDERAL ENVIRONMENTAL REGULATIONS: Pursuant to 2 CFR 200 Subpart F , Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251 et seq.). 22. WHISTLEBLOWER PROTECTION: Pursuant to 41 U.S.C. 4712 employees of a contractor, subcontractor, or subrecipient will not be discharged, demoted, or otherwise discriminated against as reprisal for "whistleblowing." 23. EXECUTION AND DELIVERY: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same Agreement. The counterparts of this Agreement and all Ancillary Documents may be executed and delivered by facsimile or electronic mail by any of the parties to any other party and the receiving party may rely on the receipt of such document so executed and delivered by facsimile or electronic mail as if the original had been received. 24. NOTICE: All notices, including invoices, required to be delivered to the other parry pursuant to this Agreement shall be in writing and shall be sent via facsimile, with a copy sent via US mail, postage prepaid, to the parties at the addresses set forth below. Either party may send a notice to the other party, pursuant to this provision, to change the address to which notices shall be sent. FOR NACCHO: National Association of County and City Health Officials Attn: Ashley Edmiston 1201 (I) Eye Street NW 4th Fl., Washington, DC 20005 Tel. (202) 507-4199 Fax (202) 783-1583 Email: aedmiston(agnaccho.org FOR CONTRACTOR: County of Jefferson through Jefferson County dba Jefferson County Public Health Attn: Bonnie Obremski Web & Digital Communications Specialist 615 Sheridan Street, Port Townsend, WA 98368 With a copy to: National Association of County and City Health Officials Attn: Ade Hutapea, LL.M., CFCM, CCCM Director, Contracts 1201 (I) Eye Street NW 4th Fl., Washington, DC 20005 Tel. (202) 507-4272 Fax (202) 783-1583 Email: ahutapeagnaccho.org Contract # 2022- 080901 Page 7 Tel. (360) 3794478 Fax (360) 385-9401 Email: bobreanskiQa oo jefferson.waus 1N WITNESS WHEREOF, the persons signing below warrant that they are duly authorized to sign for and on behalf of, the respective parties. AGREED AND ACCEPTED AS ABOVE: NAC r&_.,IG �G�I�G� By: Jerome Chester (Dec 13, 2022 09:17 EST) Name: Jerome Chester Title: Chief Financial Officer Date: Dec 13, 2022 MFFE N COUNTY WA9MGTON By: Name: Hai i RiaenhoUr Title: GhairBoard of County Commissioners Date: (l/2- ( 2 Z— Federal Tax ID No.: 91-CM1322 DUNS No.: I W826-790 A p proved, its to form only: November 7, 2022 Philip C. Hunsucker, Date Chief Civil Deputy Prosecuting Attorney Contract # 2022- 080901 Page 8 NATIONAL ASSOCIATION OF COUNTY AND CITY HEALTH OFFICIALS CONTRACTOR AGREEMENT — ATTACHMENT I Awardee Recipient: Jefferson Comity Health Department Initial Peiiod of Performance: April 1. 2022 — July 31. 2022 SCOPE OF WORK Invoke Period Activities Deliverables Amount Participate in site training and TA (TTA) Attendance recorded by NACCHO $1,250 needs assessment and Slide from Kick- off call Participation in initial Record of participation in site $1,250 individual/subcohort TA session training needs assessment Participate in initial meeting with TA provider to discuss administrative Attendance recorded by NACCHO $2,250 preparedness plan from in initial individual TA session Participation in one (1) training Attendance recorded by NACCHO $2,250 Invoice #l: April 1 to workshop* from one (1) training workshop July 32, 2o22 )initial Contract) Draft administrative preparedness plan Draft of administrative or plan section preparedness plan or section of $2,250 plan Interim Progress Report Completed Short Interim Progress $8,500 Report Participate in evaluation activities Record of completion of evaluation $2,075 (April 1-July 31) activities Invoice #1 Amount: $19,825 Invoke Period Activities Deliverables Amount Invoke #2: August 1 Participation in two (2) training Attendance recorded by NACCHO from $4,500 to December 31, workshops* two (2) training workshops 2022 Project wrap-up call Attendance recorded by NACCHO from $1,250 project wrap-up call Now Funding Is contingent upon Final administrative preparedness plan or Administrative preparedness plan or $3,800 NACCHO receiving plan section plan section approval from CDC for a no -coat extension. Final Report slide Final Report slide $1,250 NACCHO will issue a contract modffliation on/around July 2022 Participate in evaluation activities (August Record of completion of required $4 375 to extend the period 1-December 31) evaluation activities of performance and allocate add'1 funds. Invoice #2 Amount $15,175 *Note: Please be advised your LHD is required to complete 3 (of 5) training workshops. For the purposes of this Invoice schedule, NACCHO has designated one workshop to be completed in the first Invoice schedule and two in the second Invoice schedule. If your LHD decides to complete required workshops in another Invoice cycle, NACCHO will adjust invoice payments accordingly. Please note, that as there are 2 elective workshops available during the project period, It Is also possible to attend 2 workshops during the first invoice period, but only invoice for one if you would like to keep the payment cycle as is. CERTIFICATION OF NON -DEBARMENT OR SUSPENSION In accordance with Executive Order 12549 and Executive Order 12689, entitled Debarment and Suspension, and any applicable implementing regulations, this certification must be completed by the Organization: 1. Under penalty of perjury, except as noted below, all persons or firms or any person associated therewith in the capacity of owner, partner, director, officer, or manager: a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency. b. Have not, within the three (3) year period preceding this certification, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction, violation of Federal or state antitrust statutes, or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; c. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses listed in subparagraph (1)(b) of this certification; and d. Have not, within the three (3) year period preceding this certification, had one or more public transactions (Federal, state, or local) terminated for cause or default. e. Will not subcontract with parties listed on the General Services Administration's List of Parties Excluded from Federal Procurement or Non -procurement Programs 2. If such persons or firms later become aware of any information contradicting the statements of paragraph (1), they will promptly provide that information to NACCHO. IN SIG T A� UTHORIZED CERTIFYING OFFICIAL TITLE :�01` ORGANIZATION DATE SIGNED County of Jefferson through Jefferson / County dba Jefferson County Public 1 Z J Z Z Health 615 Sheridan Street Port Townsend, WA 98368 www.JeffersonCountyPublicHealth.org Consent Agenda JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Mark McCauley, County Administrator FROM: Liz Anderson, Lead Web/Digital Communications Specialist Apple Martine, Public Health Director DATE: 6 *m by,,' I '-*"t SUBJECT: Agenda item —Agreement with the National Association of County and City Health Officials (NACCHO) for a grant to support workforce capacity and emergency response by JCPH; April 1, 2022 to December 31, 2022; $35,000 STATEMENT OF ISSUE: Jefferson County Public Health (JCPH), Community Health Division, requests Board approval of an agreement with NACCHO for a grant to support workforce capacity and emergency response by JCPH. The term of the agreement is from April 1, 2022 to December 31, 2022. ANALYSIS/STRATEGIC GOALS/PRO'S and CONS: This agreement uses grant funds to support some of JCPH's emergency response staff to attend training workshops and rewrite JCPH's current Emergency Response Plan. This funding will also directly impact residents of Jefferson County by obtaining a limited amount of emergency supplies and distributing them (at no cost) into the community at the Annual All County Picnic. Remaining funds will be used to purchase emergency response supplies for JCPH. FISCAL IMPACT/COST BENEFIT ANALYSIS: This agreement is to provide additional support and supplies for JCPH's emergency response. This program is financed in full by a NACCHO grant. RECOMMENDATION: JCPH management requests BOCC signature for an Agreement with NACCHO for a grant to support workforce capacity and emergency response by JCPH; April 1, 2022 - December 31, 2022; $35,000 Mark McCauley, C unty Administrator ; Date Community Health Environmental Public Health Developmental Disabilities 360-385-9444 360-385-9400 (f) 360-379-4487 360-385-9401 (f) Always working for a safer and healthier community AD-22-054 CONTRACT REVIEW FORM (INSTRUCTIONS SIRE ON THE NEXT PAGE) LClear Form CONTRACT WITH: NACCHO retntraat Fnr- Emergency Response COUNTY DEPARTMENT: Public Health Contact Person: Liz Anderson Contact Phone: X 405 Contact email: landerson@co.Jefferson.wa.us AMOUNT: $35,000 Revenue: Expenditure: Matching Funds Required: Sources(s) of Matching Funds Fund # Munis Org/Obj $35,000 127 12756200 Contract No: AD-22-054 Term: 4/1 /2022 - 12/31 /2022 rxUc;E�a: Exempt from Bid Process Cooperative Purchase Competitive Sealed Bid Small Works Roster Vendor List Bid RFP or RFQ Other: APPROVAL STEPS: STEP 1: DEPARTMENT CERTIFIES CO ��1270C AND CHAPTER 42.23 RCW. .3.55.080 CERTIFIED: ❑■ N/A: Nov. 7, 2022 Signature Date STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE COUNTY (CONTRACTOR) HAS NOT BEEN DEB&RRED BY ANY FEDERAL, STATE, OR LOCAL AGENCY. CERTIFIED: n N/A: Gf . K Nov. 7, 2022 Signature Date STEP 3: RISK MANAGEMENT REVIEW (will be added electronically through Laserfiche): Electronically approved by Risk Management on 11/9/2022. NACCHO contracts with all 50 states. For them to agree to have 50 different state laws govern seems unreasonable. Plus the risk here seems very low. STEP 4: PROSECUTING ATTORNEY REVIEW (will be added electronically through Laserfiche): Electronically approved as to form by PAO on 11/9/2022. This contract requires application of District of Columbia law and arbitration of disputes in the District of Columbia. If there is a dispute, these provisions are not favorable to Jefferson County. Risk seems law, but this is a risk management decision. STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY(IF REQUIRED). STEP 6: CONTRACTOR SIGNS STEP 7: SUBMIT TO BOCC FOR APPROVAL