SIGNED FINAL - ALL PARITES_NACCHO_Disabilities -Inclusion _Contract #2023-022103 REVISED 4-17-2023

NACCHO CONTRACT # 2023-022103
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 Sauk County through Sauk County Health Department 
(hereinafter referred to as “Contractor”), with its principal place of business at 505 Broadway St. 
Baraboo, WI 53913.

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 #6NU38OT000306- 04-00, 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 February 3, 2023 and shall continue 
in effect until July 31, 2023, 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 $25,000.00. 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. Two invoices must be submitted as follows:
Invoice No.  Amount    Deliverable                  Due date

Invoice I

$12,500.00

•  Participate in a kick-of call with NACCHO ($3,125.00)

On or by April 30, 2023

Contract # 2023-022103                                 Page 2
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 
24 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.

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.  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

Invoice II

$12,500.00
•  Complete required trainings, including NACCHO’s Health and Disability 101 online training 
($3,125.00)
•  Developed action plan ($3,125.00)
•  Participate in 1 one-on-one technical assistance calls ($3,125.00)
•  Participate in 1 one-on-one technical assistance calls ($3,125.00)
•  Participate in wrap-up meeting with NACCHO & grantees to share lessons learned 
($3,125.00)
•  Submitted  communication  product ($3,125.00)
•  End of project report ($3,125.00)
On or By July 31, 2023

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 
24 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.

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.  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

Invoice II

$12,500.00
•  Complete required trainings, including NACCHO’s Health and Disability 101 online training 
($3,125.00)
•  Developed action plan ($3,125.00)
•  Participate in 1 one-on-one technical assistance calls ($3,125.00)
•  Participate in 1 one-on-one technical assistance calls ($3,125.00)
•  Participate in wrap-up meeting with NACCHO & grantees to share lessons learned 
($3,125.00)
•  Submitted  communication  product ($3,125.00)
•  End of project report ($3,125.00)
On or By July 31, 2023

Contract # 2023-022103                                 Page 3

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 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 Federal funding agency. Acceptance of grant funds obligates recipients to 
comply with the standard patent rights clause in 37 CFR Part 401.14.

Contract # 2023-022103                                 Page 4

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.

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

Contract # 2023-022103                                 Page 5

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, Contractor 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 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 

be deemed an original but all of which together shall
constitute one and the same Agreement. The counterparts of this Agreement and all Ancillary

Contract # 2023-022103                                 Page 6

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 party pursuant 
to this Agreement shall be in writing and shall be sent via email or 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.