NACCHO-CONTRACT-MILLION HEARTS.PDF

NACCHO CONTRACT # 2 0 1 7 - __ __ __ __ __ __
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 1100 17th Street,
N.W., 7th Floor, Washington, DC 20036, and [insert name of Contractor] (hereinafter referred to as
“Contractor”), with its principal place of business at [insert mailing address of Contractor].
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 ____ GRANT # ( ), (CFDA # ) 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 (insert date) and
shall continue in effect until (insert date), 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 $ #####.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. Invoices may be submitted in increments
of (insert time increment). The NACCHO contract number must be included on all
invoices. The final invoice must be received by NACCHO no later than 20 days after the
end of the Agreement.
ARTICLE II: GENERAL PROVISIONS
1. INDEPENDENT CONTRACTOR: Contractor shall act as an independent contractor, and

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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

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the purposes thereof. Such notice shall not relieve Contractor of said duties and
responsibilities under this Agreement.
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-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 U.S. Department of Health and Human Services.
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 consultant, the Executive Director of NACCHO, and the Senior Staff of
NACCHO responsible for this Agreement. The costs of the dispute board shall be paid by
the consultant 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

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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: This Agreement shall be governed by and construed in accordance
with the laws of the District of Columbia (without regard to its conflict of laws
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 45
C.F.R. Part 74 (Uniform Administrative Requirements for Awards and Subawards to
Institutions of Higher Education, Hospitals, Other Non-Profit Organizations, and
Commercial Organizations) and OMB Circular A-110 (Uniform Administrative
Requirements for Grants and Agreements With Institutions of Higher Education,
Hospitals, and Other Non-Profit Organizations). It is the Contractor’s responsibility to
understand and comply with all requirements set forth therein.
17. EQUAL EMPLOYMENT OPPORTUNITY: Pursuant to OMB Circular A-110,
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 OMB Circular A-110,
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 DISCLOSURES: Pursuant to OMB Circular A-
110, 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 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

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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. COMPLIANCE WITH FEDERAL ENVIRONMENTAL REGULATIONS: Pursuant to
OMB Circular A-110, 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.).
21. 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.”
22. 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:
Contract Specialist
National Association of County and City Health Officials
1100 17th Street, N.W., 7th Floor
Washington, D.C. 20036
Tel. (202) 507-4272
Fax (202) 783-1583
Email: mtsanga@naccho.org
FOR CONTRACTOR:
(Name and address of Contractor’s Contract Officer or Designee, including telephone and
fax.)
23. AUTHORITY TO BIND: Each party hereby represents and warrants that the person
signing below has the authority to bind such party to this Agreement.
NACCHO: CONTRACTOR:

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By: ___________________________ By: ___________________________
Name: Name: ___________________________
Title: Senior Director of Grants and Contracts Title: ___________________________
Date: Date: ___________________________
Federal Tax ID No:

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NATIONAL ASSOCIATION OF COUNTY AND CITY HEALTH OFFICIALS
CONTRACTOR AGREEMENT – ATTACHMENT I
SCOPE OF WORK
During the term of this Agreement, Contractor agrees to:
To be determined per proposal and award.