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HomeMy WebLinkAboutResolution - 2024-R0084 - Contract No. 2024-011610, National Assoc. Of County And City Health Officials - 02/27/2024Resolution No. 2024-R0084 Item No. 7.2.2 February 27, 2024 RESOLUTION BE IT RESOLV�D BY TIIC CITY COUNCIL OP TII� CITY Or LtJBBOCK: TIIAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, NACCHO Contract No. 2024-011610, to enhance the programmatic activities of CDC GRANT #6 NU380T000306-04-01, by and between the City of Lubbock and the National Association of County and City Health Officials, and all related documents. Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in thc minutes of the City Council. Passed by the City Council on Fehruar; 27�2024 R APPROVED AS TO CONT�NT: '� -�M Bill Howc n, 1 eputy City gcr APPROVED AS TO FORM: Rachacl Fostcr, Assistant City Attorncy RES.NACCI 10 Contract 2024-0 l 1610 2.6.24 Resolution No. 2024-R0084 NACCHO CONTRACT # 2024-011610 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 FI., Washington, DC 20005, and City of Lubbock through City of Lubbock Health Department (hereinafter referred to as "Contractor"), with its principal place of business at 1314 Avenue K Lubbock, TX 79401-4051. 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 #6 NU380T000306-04-0 l, 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 January l, 2024 and shall continue in effect until July 31, 2024, unless earlier terminated in accordance with the terms herein. 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 $32,000.00. 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. Five invoices must be submitted as follows: Invoice No. Amount Deliverable Due date Invoice I $10,000.00 • Attend project kick off call By January 30, • Draft workplan 2024 Invoice II $5,000.00 • Final workplan By February 15, 2024 Invoice III $12,000.00 • Submission of campaign plan and By April l5, 2024 materials AGREEMENT # 2024-011610 Page 2 Invoice IV $3,000.00 • Submission of interim report By May 15, 2024 Invoice V $2,000.00 • Submission of final report with site - By July 31, 2024 specific summary and details on the outputs (e.g., protocols, educational materials) and outcomes (e.g., lessons learned, assessment findings) 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 25 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 afterthe end date ofthe 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. ARTICLE II: GENERAL PROVISIONS 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. INDEMNIFICATION: Contractor agrees, to the extent permitted by the laws and the Constitution of the State of Texas, to defend, hold harmless, and indemnify NACCHO and its directors, officers, employees, representatives, agents, and contractors from and against all losses, costs, damages, claims, expenses, or other liability whatsoever arising out of or connected with the performance of services by Subrecipient under this Agreement, including, but limited to, any accident or injury to persons or property. Contractor assumes complete responsibility for the scope of work and deliverables described herein. 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. CONTINGENCY CLAUSE: This Agreement is subject to the terms of any agreement between AGREEMENT # 2024-011610 Page 3 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 under this Agreement. 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-party 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. To the extent allowed by the laws and Constitution of the State of Texas, 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 to the extent allowed by the laws and Constitution of the State of Texas, 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 AGREEMENT # 2024-011610 through the date of termination. Page 4 I 1. 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. 13. GOVERNING LAW: RESERVED 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 offunds 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. EOUAL 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 2 CFR 200 Subpart C, Contractor will execute no subcontract with parties listed on the General Services Administration's List of Parties Excluded from Federal Procurement or Nonprocurement Programs in accordance with E.O.s 12549 and 12689, "Debarment and Suspension." 19. LOBBYING RESTRICTIONS AND D[SCLOSURES: Pursuant to 2 CFR 200 Subpart E, Contractor will certify to NACCHO using the required form 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 AGREEMENT # 2024-011610 Page 5 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 11. Note: The salary rate limitation does not restrict the salary that an organization may pay an individual 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. Domestic Preferences for Procurement - Maximizing Use of American-Made Goods. Products, and Materials (E.O. 13881): Executive Order 13881 promotes the Buy American Act, 41 U.S.C. §§ 8301-8305, proposing the policy of the United States to buy American and to maximize, consistent with law, the use of goods, products, and materials produced in, and services offered in, the United States. The proposed rule revives heightened restrictions for commercially available-off-the-shelf ("COTS") products. The Buy American Act ("BAA") restricts the country of origin of goods bought by the U.S. government, requiring the purchase of "manufactured articles, materials, and supplies that have been manufactured in the United States substantially all from articles, materials, or supplies, mined, produced, or manufactured, in the United States." 41 U.S.C. § 8302(a). Under the current FAR rules (particularly Subparts 25.1, 25.2, and 25.5), a domestic end product is one where: (1) the end-product is manufactured in the United States, and (2) more than 50 percent of the cost of all component parts are manufactured in the United States. FAR 25.101. The agencies anticipated to be impacted by this executive order include the Departments of Defense and Commerce, the National Aeronautics and Space Administration, the General Services Administration (GSA), and the Executive Office of the President. Consistent with this Order, Contractors shall insert the substance of this clause, including this paragraph (c), in all subcontracts. Pursuant to §200.322, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products or materials produced in the United States (including but AGREEMENT # 2024-011610 Page 6 not limited to iron, aluminum, steel, cement, and other manufactured products which means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber). 24. 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. 25. NOTICE: All notices, including invoices, required to be delivered to the other party 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: Jada Johnson Program Analyst 1201 (I) Eye Street NW 4th FI., Washington, DC 20005 Tel (202) 938-3144 Fax (202) 783-1583 Email: jjohnson(a�naccho.org W ith a copy to: National Association of County and City Health Officials Attn: Ade Hutapea, LL.M., CFCM, CCCM Sr. Director, Grants & Contracts 1201 (I) Eye Street NW 4th FI., Washington, DC 20005 Tel. (202) 507-4272 Fax (202) 783-1583 Email: ahutapea e,naccho.org FOR CONTRACTOR: City of Lubbock through City of Lubbock Health Department Attn.: Katherine Wells Director of Public Health City of Lubbock Health Department 806 18th St Lubbock, TX 79401-4051 Tel. (806) 775-2941 Email: kwells(a�mylubbock.us AGREEMENT # 2024-01 1610 Page 7 IN W ITNESS W HEREOF, the persons signing belo�v warrant that they are duly authorized to sign for and on behalf of, the respective parties. AGREED AND ACCEPTED AS ABOVE: NACCHO: CONTRACTOR: �72�0�212 C�l�ft2� By; Jerome Chester (Feb 13, 202411:10 EST) gy; Name: Jerome Chester Name: Title: Chief Financial Officer Title: Date: Feb 13, 2o2a Date: February 27, 2024 Federal Tax ID No.: 75-6000590 UEID: LXDNEKWRVKJ6 DUNS No.: 58213893 APPRO S TO CONTCNT: By: Katherine Wells, Director of Public Health APPROVED AS TO FORM: By: Rachael Foster , Assistant City Attorney AGREEMENT # 2024-011610 Page 8 NATIONAL ASSOCIATION OF COUNTY AND CITY HEALTH OFFICIALS CONTRACTOR AGREEMENT — ATTACHMENT I SCOPE OF WORK Swpe of Work Project: Using Fffective Medlo CampoJgns to RoJse Awareness oboui Syph!!Js Site: City of Lubbock Funding Amount: $32,000 Perfod of Perfarmance: January 1, 2024 •luly 31, 2Q24 Proiect ea�k�rnu�d As 5T1 cases continue to rise across the country, Icxal health departments must use multfple strategies to reach communities. Mediacampaignshave been used todisseMinate important information to aftect varicus health behavlo►s auoss populaUons. These rampalgns have �xposed populations to messages through outlets, including tele�tslon, radfo, billboards, bus shetters, newspapers, and online platforms such as social media and dat:�g apps. Since the community is the redpient of these media campaigns. �t is aQvised that they are involved in the rr�edia campaign deve lopment prooess. Their engagement in the deslgn o/ thesecampaignsvnprovesboth responsnrenessand e/(ectiveness, as well as promotes buy-in and ownership, to areate an elfective campaqgn that has long lasting lmpa=ts. Smoe of Work NAt[HO is funding the City of Lubbodc ta implement a media/marketing awareness-bu�lding campalgn aimed at dpveasingsyphiis in thpd community. Funded sites should focus on developinga campaign to ad8ress syphilis that (s In atignme�t w�th thelr local epidemialogy, healthcare infrastructure and supportive sErvioes environment, and identified community needs during the deveFapmenc process. The City of Wbbodc wdl: • Participate in a vfrwal project kick-off mcetfng. � Partndpate in virtual rneetings to refine the ir work pian. . PartKipate in at least one meetfng to discuss graphics and other materials �or media campaign. . Share resources, such az approacf�es to media buys, oopy, graphics, and other m.aterials dev�loped �s part oi the projecc_ . Reviewany site-speciiic tntormation and mnaibute to final report dpvelopment with NACCHO, CDC, ar other particfpants, and . Partiripate in disser�inacion o( findings inctuding through passible webinar or �onference presentation. Reimburseme�rt Redpie�t will su�mit invoices atoarding to the below schedule with the following deliverebles: Periad o► Performance: January 1, 202Q-luly 31, 2024 Invoic+� No_ Amounl Deliverables Due Date Invaice I SiD,00Q . Attend projecc ktck off call By lanuary 3U, • Draft workplan �ZQ Inv�oice 11 SS,OOD . Final workplan By February 15, 2024 Inv�oice III S12,0� • Suhmasion of campafgn plan and materials ByApri115, 2Q24 Invoice IV $3,D00 . Subm�sion �f InteNm report By May I5, �024 Invuice V 52.000 . Submes5ion oF (Inal repoK with site-sppc➢fFc 9y luy 31, 20¢4 summary and details on the outputs (e_g., protocols, edurational mate�fals) and outcorv�es fe.R.. lessons learned, assessmQnt findinQs)