Loading...
HomeMy WebLinkAbout2012-238 Co Manager - Dispute Settlement Center $76,000 o?oJ 7- 2 3 Y /1 9 '" 2012-13 OUTSIDE AGENCY PERFORMANCE AGREEMENT r1 This Agreement, made and entered into the first day of July 2012, by and between the County of Orange, a political subdivision of the State of North Carolina, 200 South Cameron Street, Hillsborough, North Carolina, 27278, ("County") and Dispute Settlement Center, Inc., a not-for-profit corporation, located at 302 Weaver Street, Carrboro, NC, 27510 ("Provider") WITNESSETH: WHEREAS, it is in the interests of the County that said program be assisted by the County and thereby enhance its availability to residents of the County, and said program addresses an important community human services need, as identified by the Board of Commissioners; NOW, THEREFORE, in consideration of the above and the mutual covenants and conditions hereafter set forth, the County and Dispute Settlement Center, Inc. agree as follows: 1. Term of the Agreement. The term of this Agreement shall be a program year beginning July 1, 2012 to June 30, 2013. 2. Scope of Services. a. Provider will provide services, as outlined in the attached Outside Agency Funding Application Scope of Services and any amendments or revision thereto which is attached as Exhibit "B" and incorporated by reference, to the residents of Orange County. The Scope of Services may be different from the original application based on County appropriation; however, any revisions or amendments to this Agreement must be approved in writing by the County and attached to this Agreement. b. The Provider shall be solely responsible for the means, methods, techniques, sequence, safety program and procedures necessary to properly and fully complete the work set forth in the Scope of Services. 3. Funding. a. The County agrees to appropriate for the provision of services described in Attachment B, Scope of Services and more particularly described in the Program Budget, the maximum sum of$76,000. b. All funds appropriated shall be used for purposes described in Attachment B. Any funds not used for the purposes stated shall be returned to the County. Any substantive changes in the use of funds must be authorized in writing by the County prior to any expenditure of the funds by the Provider. If the funds are expended not in accordance with the Scope of Services, at the discretion of the County the Provider may be required to repay the funds to the County. c. The County's obligation to make each payment is contingent upon receipt of Quarterly Progress Reports and satisfactory progress toward completion of performance measures and accounting of expenditures as detailed in the attached Scope of Services. d. The Provider shall be paid in four equal installments in the amount of $19,000, contingent upon receipt of the quarterly request for reimbursement and related supporting documentation. The first installment shall be paid no later than August 31 of the Program year and after execution of this Outside Agency Performance Agreement by both the County and the Provider; the remaining installments shall be disbursed on October 15, January 15 and April 15 of the program year and upon satisfactory completion of(c) and the information included in this paragraph. e. Once Provider has satisfied its obligations as provided in (c) and (d) above, payment will be made 30 days after receipt of the Quarterly Progress Report and Request for Reimbursement or 30 days after due date of Quarterly Progress Report whichever is later. f. The County is not obligated to provide any other support to Provider in this or in succeeding fiscal years. 4. Agency Reporting. a. Provider will provide the Orange County a quarterly report that includes a fiscal report, updates on 2012-13 performance measures and objectives as provided in Scope of Services. Quarterly Progress Report dates are:July 1 — September 15, September 16 —December 15; December 16 —March 15 and March 16 -June 30. Quarterly reports are due on October 1, December 31, April 1 and July 31 of the program year. b. Reports shall be forwarded to the Orange County Manager's Office. c. Provider agrees to allow the County to inspect its financial books and records, which document costs of those services, upon reasonable notice during normal working hours. 5. Termination. a. In the event of any of the circumstances set forth below (hereinafter referred to as "default"), the County may immediately terminate this Agreement, in whole or in part, and from time to time. Notice of termination must be in writing, state the reason or reasons for the termination, and specify the effective date of the termination: Dispute Settlement Center,Inc. 2012-13 Orange County Outside Agency Performance Agreement Page 2 i. In the event that Provider shall cease to exist as an organization or shall enter bankruptcy proceedings,be declared insolvent, or liquidate all or substantially all of its assets, or significantly reduce its services or accessibility to Orange County residents during the term of this Agreement; or ii. In the event that Provider shall fail to render a satisfactory accounting as provided section 4 above, the County may terminate this Agreement and Provider shall return all payments already made to it by the County for services which have not been provided or for which no satisfactory accounting has been rendered; or iii. In the event of any fraudulent representation by the Provider in an invoice or other verification required to obtain payment under this • Agreement or other dishonesty on a material matter relating to the performance of services under this Agreement. iv. Nonperformance,incomplete service or performance, or failure to satisfactorily perform any part of the work identified in the Scope of Services or to comply with any provision of this Agreement,as determined by the County in its sole discretion. v. Failure to adhere to the terms of applicable county, state or federal laws,regulations,or stated public policy. b. In the event of default by the Provider, the county may elect to terminate this Agreement, in whole or in part and/or require the Provider to repay the funds within seven (7) from written notice of default. The County may (but shall not be required to) grant the Provider an opportunity to cure the default without termination of this Agreement. This clause shall not be interpreted to limit the County's remedies in law or in equity. c. Notwithstanding the foregoing, either party may terminate the agreement at any time without penalty; provided that written notice of such termination is furnished to the other party at least 30 days prior to termination. In the event of such termination, any payment due shall be prorated to the date of termination and any unused funds shall be returned to the County within 10 days of termination. d. Any termination of this Agreement for default under this section that is later deemed to be unjustified shall be deemed a termination for convenience. 6. Insurance. a. General Requirements. the Provider shall purchase and maintain, during the period of performance of this Agreement,insurance: Dispute Settlement Center,Inc. 2012-13 Orange County Outside Agency Performance Agreement Page 3 i. Worker's Compensation. For protection from claims under workers' or workmen's compensation acts; u. Comprehensive General Liability Insurance covering claims arising out of or relating to bodily injury,including bodily injury, sickness, disease or death of any of the Consultant's employees or any other person and to real and personal property including loss of use resulting thereof; iii. Comprehensive Automobile Liability Insurance,including hired and non-owned vehicles,if any, covering personal injury or death, and property damage; and iv. Professional Liability Insurance, covering personal injury,bodily injury and property damage and claims arising out of or related to the performance under this Agreement by the Consultant or his agents, consultants and employees. b. Limits of Coverage: Minimum limits of insurance coverage shall be as follows: INSURANCE DESCRIPTION MINIMUM REQUIRED COVERAGE • Worker's Compensation Limits for Coverage A- Statutory State NC & Coverage B - Employers Liability $500,000 each accident, disease policy limit and disease each employee • Commercial General $1,000,000 Each Occurrence Liability $2,000,000 Aggregate • Automobile Liability $500,000 Combined Single Limit • Professional Liability $1,000,000 Each Occurrence $2,000,000 Aggregate c. All insurance policies (with the exception of Worker's Compensation and Professional Liability) required under this Agreement shall name the County as an additional insured party and as a certificate holder. Evidence of such insurance and all correspondence shall be sent to: Orange County Risk Manager Post Office Box 8181 Hillsborough, NC 27278 Dispute Settlement Center,Inc. 2012-13 Orange County Outside Agency Performance Agreement Page 4 d. Nothing in this section is intended to affect or abrogate the County's sovereign immunity defenses. 7. Relationship of the Parties. Provider is an independent contractor of the County. Provider represents that they has or will secure, at his own expense, all personnel required in performing the services under this Agreement. Such personnel shall not be employees or have any contractual relationship with the County. All personnel engaged in work under this Agreement shall be fully qualified and shall be authorized and permitted under federal, state and local law to perform such services. 8. Compliance with all Laws. The Provider, at its sole expense, shall comply with all laws, ordinances, orders and regulations of the federal, state or local governments, as well as their respective departments, commissions, boards, and officers, which are in effect at the time of execution of this Agreement or are adopted at any time following execution of this agreement. 9. Subcontract. The County and Provider deem the services provided under this Agreement to be personal in nature and Provider may not subcontract any rights or duties under this Agreement to any other party without prior written consent from the County. 10. Assignment. The Provider shall not assign this Agreement, including the rights to payment, to any other party without the prior written consent of the County. 11. Indemnification. Provider agrees to defend, indemnify, and hold harmless the County, for all loss, liability, claims or expense (including reasonable attorney's fees) arising from bodily injury, including death or property damage, to any person or persons caused in whole or in part by the negligence or willful misconduct of the Provider, except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this section to require Provider to indemnify the County to the extent permitted under North Carolina law. Nothing in this section is intended to affect or abrogate the County's sovereign immunity defenses. 12. Non-Appropriation. This Agreement is subject to the availability of funds to purchase the specified services and may be terminated at any time if such funds become unavailable. 13. Non-Discrimination. Provider agrees as part of consideration of the granting of funds by Orange County the parties hereto for themselves, their agents, officials, employees and servants agree not to discriminate in any manner of these basis of race, color, gender,national origin, age, handicap, religion, sexual orientation, familial status or veterans status with reference to any activities carried out by the grantee, no matter how remote. The parties hereto further agree in all respects to conform to the provision and intent of Orange County Civil Rights Ordinance, as amended. This provision is enforced by action for specific performance, injunctive relief, or other remedy as by law provided; this provision shall be binding on the grantees, the Dispute Settlement Center,Inc. 2012-13 Orange County Outside Agency Performance Agreement Page 5 successors and assigns of the parties hereto with reference to the above subject manner. 14. Living Wage. Orange County is committed to providing its employees with a living wage and encourages agencies if funds to pursue the same goal. The County's living wage is $10.97 per hour. To the extent possible, Orange County recommends that Dispute Settlement Center, Inc. provide a living wage to its employees. 15. Notice. The Parties hereto agree and understand that written notice, mailed or delivered, to the last known address shall constitute sufficient notice to the County and the Provider. All notices required and/or made pursuant to this Agreement to be given to the County and the Provides shall be in writing and mailed to the party addressed as follows: County:County Manager's Office Provider:Dispute Settlement Center,Inc. Orange County 302 Weaver Street Post Office Box 8181 Carrboro,NC 27510 Hillsborough, NC 27278 16. Entire Agreement. This Agreement, including any referenced attachments, constitutes the entire Agreement between the parties and shall supersede, replace or nullify any and all prior Agreements of understandings;written or oral, relating to the matters set forth herein, and any such prior Agreements or understandings shall have no force or affect whatsoever on this Agreement. The County and Provider have read this Agreement and agree to be bound by all of its terms, and further agree that this Agreement constitutes the complete and exclusive statement of the Agreement between the County and Provider. 17. Severability. All clauses found herein shall act independently of each other. If a clause is found to be illegal or unenforceable, it shall have no effect on the other provisions of this Agreement. It is understood by the parties hereto that if any part, term or provision of this Agreement is by the Courts held to be illegal or in conflict with any laws of the State of North Carolina or the United States, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be invalid. 18. Governing Law. The laws of the State of North Carolina shall govern all aspects of this Agreement. In the event that it is necessary for either party to initiate legal action regarding this Agreement, venue shall lie in Orange County, North Carolina. The parties hereby waive their right to trial by jury in any action, proceeding or claim, arising out of this Agreement,which may be brought by either of the parties. [SIGNATURES ON FOLLOWING PAGE] Dispute Settlement Center,Inc. 2012-13 Orange County Outside Agency Performance Agreement Page 6 IN WITNESS WHEREOF, the Orange County and the Provider have signed this Agreement,effective on the last date this Agreement is signed by both parties as indicated by the dates set forth under signatures below. For and on behalf of the Provider -ruzrr..ce1 'e 6 -a_/- f Z Insert Name Date For and on behalf of Orange County Government g-elelt iP.—#11f e,,. .t _:,_, -1/te II 2-- Bernadette Pelissier, Chair Date ATTES p / 1,/ 7/g/?_, Donna er, Clerk Date Approved as to techl tech ' I o . ent it AIIU , 4001 7- ( l -I2 - Gwen Harv- As is lip stint\ a . Date Appro , # -, •o and legal sufficiency 16.21_11 , 0 / 1,3 )2. Anne 1- M. o•re, Staff Attorney Dat This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Cont/r�ol Act it elat4,.. A Clarence Grier, Assistant County Manager—CFO Date Dispute Settlement Center,Inc. 2012-13 Orange County Outside Agency Performance Agreement Page 7 ATTACHMENT "A" Orange County Certifications —2012-13 Outside Agency Performance Agreement Chief Contact,Administrators, Chief Executive Officer and Chief Financial Officer I certify that I have provided a list of the chief contact, administrators, chief executive officer and chief financial officer for my agency with this Agreement and that I will keep it current to the County of Orange. The list should be in writing with the name,title,residential address;phone and email address and if possible, fax number. Officers and Board of Directors I certify that I have provided a current list of the Officers and Board of Directors with this Agreement and that we will continue to update the list as changes occur. The list should be in writing,with the name,physical address,mailing address and if possible,phone, fax and email address. Budget Submission I certify that I have provided a budget for the period to be covered by funding Orange County, and that any substantive changes made to this budget have been in advance authorized in writing by Orange County. 4e_ Gz c<-c-- - ctced�c cf..t urn& Annual Financial Review I certify that I have provided a copy of the latest annual Financial Review for our agency and the budget adopted by the agency for the fiscal years encompassing this Agreement. If not, please explain on a separate sheet of paper. Alignment with Organization's Mission I certify that the programs and services for which this funding is requested align with the mission of the organization. Intended Purpose I certify that the funds provided to the agency under the terms of this Agreement will be used for a public purpose and shall only be used for the purposes intended and any money not used for those purposes will be promptly returned to Orange County. Transparency I certify that board meetings are open to the public with the exception of closed session meetings. Additionally, all financial records are available for public inspection by request upon reasonable notice. Certified by: n-0-u Gam` Tide: X�� A �L{L/ Date: -2/ /Z Dispute Settlement enter,Inc. 2012-13 Orange County Outside Agency Performance Agreement Page 8 Exhibit B—Scope of Services—Fiscal Year 2012-13 Orange County Outside Agency Performance Agreement Certification Funded Amount: $76,000 Agency: Dispute Settlement Center, Inc. Program Mediation: Court and Community-Referred Purpose To provide Orange County citizens with access to mediation and conciliation services which can help de-escalate interpersonal conflict. Cases will be community-referred and referred from Orange County Criminal District Court. Outcomes 1. We expect to work with 400 clients in community mediation including separation/divorce, Medicaid appeals,neighborhood,workplace, and organizations,with an 80%resolution rate for cases mediated. 2. We expect to work with 400 clients in Criminal District Court,with an 80%resolution rate for cases mediated. Program Budget Our Program Budget is projected to be $160,720 for Mediation subject to minor adjustments when our final agency budget is passed this summer (see Addendum to Attachment A) This provides a Mediation Coordinator, other administrative staff, travel to court, and other agency overhead expenses. Certified by: --/1-61-44-6'/164'46-t-4-- Title: ekeezZe-Aieek Date: 6—7f/Z. Addendum to Attachment A,2012-2013 Outside Agency Performance Agreement Between Orange County and Dispute Settlement Center, Inc. The Board of Directors of Dispute Settlement Center, Inc. is in the process of developing a FY2013 Budget and will forward this to the County when it is completed and passed. Due to budget uncertainties this year the Board decided to wait for final passage until more information was in hand. 4 ® CERTIFICATE OF LIABILITY INSURANCE DATE/�1/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Patty Miller NAME: y Business Insurers of the Carolinas /PAHIONNo.EXn: (919)968-4611 (pJC.Nol:(919)968-8991 800 Eastowne Drive, Suite 208 E-MAIL ADDRESS:p om@buaiaesa iasurera.com PO Box 2536 INSURER(S)AFFORDING COVERAGE NAIC# Chapel Hill. NC 27515-2536 INSURERA:EmCaSCO 21407 INSURED INSURER B: Dispute Settlement Center, Inc INSURERC: 302 W. Weaver Street INSURERD: INSURER E: Carrboro NC 27510 INSURER F: COVERAGES CERTIFICATE NUMBER:2012-2013 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POUCY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER JM/ MDDIYYYYUMMIDD/YYYYL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED $ 300,000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) A CLAIMS-MADE X OCCUR 4W544B7 6/17/2011 6/17/2012 MEDEXP(Anyoneperson) $ 5,000 PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 X POLICY JFCT LOC AUTOMOBILE COMBINED SINGLE LIMIT UTOMOBILE LIABILITY (Ea accident) $ ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS - NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION X WC STIMIT OTH- AND EMPLOYERS'LIABIUTY TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE YIN E.L.EACH ACCIDENT $ 100,000 OFFICER/MEMBER EXCLUDED? N NIA 4H54487 6/17/2012 6/17/2013 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 100,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space Is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Orange County PO Box 8181 Hillsborough, NC 27278 AUTHORIZED REPRESENTATIVE Patty Miller/PATTY ACORD 25(2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. INS025mmrinsini The Ar_f1Rr1 name onrl Inn,own ronictererl mor4c of Annan