HomeMy WebLinkAboutAgenda - 09-06-2012 - 5h
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ORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date:September 6, 2012
Action Agenda
Item No.5-h
SUBJECT:
Provision of Services to Administer Orange Person Chatham Mental Health
Excluded Liabilities
No
DEPARTMENT:PUBLIC HEARING: (Y/N)
County Manager
County Attorney
ATTACHMENT(S):INFORMATION CONTACT:
Draft Memorandumof Agreement
John Roberts, 245-2318
Frank Clifton, 245-2320
PURPOSE:
To approve a Memorandum of Agreementthrough which Orange County will
provide certain administrative functions for the dissolving entity known as Orange Person
Chatham Mental Health, Developmental Disabilities and Substance Abuse Authority d/b/a OPC
Area Program (“OPC”).
BACKGROUND:
Effective July 1, 2012, OPC mergedwith the counties comprising Piedmont
Behavioral Health Services(“PBH”) in order to comply with state law and provide more effective
behavioral health services. Prior to the merger, Orange, Person and Chatham counties were
the three counties that comprised OPC. After the merger, OPC will bedissolved and will notbe
an ongoing entity. OPC and PBH entered into that certain Plan of Merger and Agreement and
Addendum thereto dated June 29, 2012 (collectively referenced as the “Plan”). Pursuant to the
Plan, funds were identified and segregated to pay the Excluded Liabilities as defined in the
Plan.Exhibit A is a list of the Excluded Liabilities identified and the funds estimated to cover
the costs of the Excluded Liabilities.
Orange County has agreed to hold the funds segregated on behalf of OPC and provide the
management functions necessary (including but not limited to taking possession of the funds,
holding the funds in a segregated account for the purpose of paying OPC’s Excluded Liabilities
as and when billed and paying the Excluded Liabilities as and when billed from the segregated
funds). Orange County is willing to do so for no compensation, but also has no individual
liability to provide management functions or pay the Excluded Liabilities in the event the funds
set aside for this purpose are exhausted.Orange County will provide a financial report to the
st
county managers of Orange, Person and Chatham Counties no later than July 31each year
which will include at a minimum the beginning balance of the fund, charges to the fund and the
ending balance of the fund.
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In the event funds remain after all Excluded Liabilities are paid, the excess funds shall remain
with Orange County for its use and purposes, but in the event the funds are exhausted prior to
the time all Excluded Liabilities are paid, the obligations of Orange County under Exhibit Ashall
end.
FINANCIAL IMPACT:
There is no financial impact to Orange County associated with approval
of the Memorandum of Agreement
RECOMMENDATION(S):
The Manager recommends the Boardapprove the Memorandum of
Agreementand authorize the Chair to sign it.
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MEMORANDUM OF AGREEMENT
FOR THE PROVISION OF SERVICESTO PROCESSPAYMENT OF EXCLUDED
LIABILITIESOF ORANGE PERSON CHATHAM MENTAL HEALTH, DEVELOPMENTAL
DISABILITIES AND SUBSTANCE ABUSE AUTHORITYPURSUANTTO THAT CERTAIN
PLAN OF MERGER AND ADDENDUM THERETO DATED EFFECTIVE JUNE 30, 2012
WHEREAS, effective July 1, 2012, Orange, Person and Chatham
Counties merged with the counties comprising PBH; and
WHEREAS, prior to the merger, Orange, Person and Chatham Counties
were the three counties that comprised Orange Person Chatham Mental
Health, Developmental Disabilities and Substance Abuse Authority d/b/a
OPCArea Program (“OPC”);and
WHEREAS,after the merger, OPCwill be dissolved and will not be
an ongoing entity; and
WHEREAS,OPC and PBH entered into that certain Plan of Merger and
Agreement and Addendum thereto dated June 29, 2012 (collectively
referenced as the “Plan”); and
WHEREAS,pursuant to the Plan, fundswere identified and
segregated to pay the Excluded Liabilities as defined in the Plan; and
WHEREAS, Exhibit A hereto is a list of the Excluded Liabilities
identified and the funds estimated to cover them; and
WHEREAS, Orange County has agreed to hold the funds segregated on
behalf of OPC and provide the management functions necessary
(including but not limited to takingpossession of the funds, holding
the funds in a segregated account for the purpose of paying OPC’s
Excluded Liabilities as and when billed,paying the Excluded
Liabilities as and when billed from the segregated funds, retaining
records on behalf of OPC for suchperiods of time required by law, and
responding to records request on behalf of OPC as necessary); and
WHEREAS,N.C.G.S. Section 126-24(5) creates an exception to
confidentiality for officials of Orange County as a political
subdivision of the State of North Carolina to inspect the records of
former employees of OPC in that prior to dissolution, its Area
Director deemed inspection of the former personnel records of OPC
necessary and essential to the pursuance of one of OPC’s proper
functions, to wit: preservation of such records as required by law and
review of them as necessary to meet OPC’s legal requirements in the
case of legitimate records requests not for the purpose of assisting a
criminal investigation or assisting a tax investigation; and
WHEREAS, OrangeCounty is willing to do so for no compensation
but also has no individual liability to provide management functions
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or pay the Excluded Liabilities in the event the funds set aside for
this purpose are exhausted; and
WHEREAS,OrangeCounty will provide a financial report to each
of the county managers of Orange, Person and Chatham Counties no later
st
than July 31each year which will include at a minimum the beginning
balance of the fund, charges to the fund and the ending balance of the
fund; and
WHEREAS, in the event funds remainafter all Excluded Liabilities
are paid, the excess funds shall remain with OrangeCounty for its use
and purposes but in the event the funds are exhausted prior to the
timeall Excluded Liabilities are paid, the obligations of Orange
County under this agreement shall end.
NOW, THEREFORE BE IT RESOLVED that each of the counties named
below evidenced by the signature of the Chairman of the Board of
Commissioners hereby agrees to the recitalsabove regarding the
provisionof the services under this agreement.
BE IT FURTHER RESOLVED, that no individual liability shall accrue
to OrangeCounty based on its acts or any failure to act in the
performance of its responsibilities pursuant to this Memorandum of
Agreement and that in the event any group, individual, entity, or
qualified former OPC employee brings any suit, complaint, claim, or
legal action regarding OrangeCounty’s acts or failures to act in the
performance of its responsibilities, such suit, complaint, claim or
legal action shall be defended jointly by each party to this
Memorandum of Agreement.
ORANGE COUNTY DATE ________________
_____________________________ ________________________________
CHAIR CLERK TO THE BOARD
This instrument has been pre-audited in the manner required by
the local government Budget and Fiscal Control Act.
________________________________(SEAL)
Finance Officer for Orange County
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PERSON COUNTY DATE ________________
______________________________ ________________________________
CHAIR CLERK TO THE BOARD
This instrument has been pre-audited in the manner required by
the local government Budget and Fiscal Control Act.
________________________________(SEAL)
Finance Officer for Person County
CHATHAM COUNTY DATE_________________
______________________________ ________________________________
CHAIR CLERK TO THE BOARD
This instrument has been pre-audited in the manner required by
the local government Budget and Fiscal Control Act.
________________________________(SEAL)
Finance Officer for ChathamCounty
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Exhibit A
Excluded Liability Set-Aside
a.Unemployment costs and expenses related to former employees
of OPC at any time prior to the earlier of the June 30,
2012or the date the employee was hired by PBH and the
employees of OPC who are not hired by PBH prior to July 1,
2012- $150,000.00
b.Workers’ compensation costs and expenses related to former
employees;- none anticipated
c.OPC’s liabilities, expenses, costs and judgments related to
litigation prior to July 1, 2012; - none anticipated
d.OPC’s liabilities, expenses, costs and judgments related to
disputes with providers or consumers arising from
occurrences prior to July 1,2012; and – none anticipated
e.completion of final audits, - $60,000
f.closure of final accounts - $2,000
g. preparations of legally required tax documents and other
similar activities - $2,000
h. expenses of contract employees and counsel as necessaryto
conclude the wind down and complete final activities -
$50,000.00
i. disposal of server and computers, $8,000
j. bank service charges - $2,800
k. preparation of W-2sby ADP - $1,000
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l. cancellation charges for copiers, postage meter -
$10,000.00
m. storage of personnel and payroll records - $117,000
n. Estes Drive rent - $5157
o. all other liabilities or expenses of OPC arising from
occurrences prior to July 1, 2012. – $92,043.00