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HomeMy WebLinkAbout2013-406 Finance - Boys & girls Club of Eastern Piedmont Outside Agency $5,000 • �e��-tea � 2013-14 OUTSIDE AGENCY PERFORMANCE AGREEMENT This Agreement, made and entered into the first day of July 2013, 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 Boys & Girls Club of Eastern Piedmont, a not-for-profit corporation, located at P.O. Box 1788, NC 27312 ("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 Boys &Girls Club of Eastern Piedmont agree as follows: 1. Term of the Agreement. The term of this Agreement shall be a program year beginning July 1,2013 to June 30,2014. 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 "A" 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 Exhibit A, Scope of Services and more particularly described in the Program Budget,the maximum sum of$5,000. b. All funds appropriated shall be used for purposes described in Exhibit A. 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 (Boys&Girls Club of Eastern Piedmont) Orange County Outside Agency Per Agreement Page 1 of 8 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 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 $1,250, contingent upon receipt of the request for reimbursement and related supporting documentation. The first installment shall be paid no later than August 30 of the Program year only if execution of this Outside Agency Performance Agreement by both the County and the Provider is completed by August 15 of the program year; the remaining installments shall be disbursed on January 31, April 30 and July 23 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 Progress Report and Request for Reimbursement or 30 days after due date of Progress Report whichever is later. £ 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 Orange County a report that includes a fiscal report, updates on 2013-14 performance measures and objectives as provided in Scope of Services. Progress Report dates are:July 1 —December 31;January 1 —March 31 and April 1 -June 30. Reports are due on January 15,April 15, and July 8 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: (Boys&Girls Club of Easter,Piedmont) Orange County Outside Agency Performance Agreement Page 2 of 8 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 ten (10) business days 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 parry 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 ternination. 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: (Boys dam'Girls Club of Eastern Piedmont) Orange County Outside Agency Performance Agreement Page 3 of 8 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 Workers 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 d. Nothing in this section is intended to affect or abrogate the County's sovereign immunity defenses. (Boys d9 Girls Club of Eastern Piedmont) Orange County Outside Agency Performance Agmement Page 4 of 8 4 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-Discrunination. 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 successors and assigns of the parties hereto with reference to the above subject manner. (Boys&Girl,Club of Eastem Piedmont) Orange County Outside Agency Performance Agreement Page 5 of 8 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 Boys &Girls Club of Eastern Piedmont 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: n County: County Manager's Office Provider: &S a r.IaLS L'LUftf�FE'}�S ✓i'f�Molu I Orange County N ?r Post Office Box 8181 Hillsborough,NC 27278 5 SO" nIL a�31-� 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] (Boys&Girls Club of Eastern Piedmont) Orange County Outside Agency Performance Agmement Page 6 of 8 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. Fot and on behaffofthe Ptovrdet OK"J, A&A U- 7%-1 - 9 l/ ao 3 Insert Name Date Fora County Government Frank . Ch on, Jr., qunty Manager Date ITZ7 d legal sufficiency An ette M. Moore, Staff Attorney Date Approved as to technical content: This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act J, Ae-- 112413 Clarence Grier,Assistant County Manager/ Date Chief Financial Officer (Boys&Gir&Club of Eastern Piedmont) Orange County Outside Agency Performance Agreement Page 7 of 8 ATTACHMENT"A" Orange County Certifications—FY 2013 - 14 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. 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. Certified by: dn^, Title: e 7 ►v,Q. Date: li (Boys&Girls Club of Eastern Piedmont) Orange County Outside Agency Performance Agreement Page 8 of 8 Exhibit A—Scope of Services—Fiscal Year 2013-14 Orange County Outside Agency Performance Agreement Certification Funded Amount: $ 5,000 Agency: Boys&Girls Clubs of Eastern Piedmont-Orange County(Chapel Hill) Club Agency Mission: To inspire and enable all youth, especially from challenging circumstances,to realize their full potential as productive, responsible and caring citizens. Program: Youth Development and education Purpose: to instill a sense of belonging and a sense of having power and influence, especially over their own lives as well as in the community. Purpose of the funding is to support the salary and benefits of the Full time Unit Director for one year. Outcomes: We will open the Chapel Hill Club within this fiscal year, enrolling 50 children from first grade through high school Budget for Orange County Funding: Category Amount Expense Description Personnel $5,000 Support for salary and benefits for full time program director Certified by: Title: Date: 91// 3 .4lco CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) `.•�� 09/1712013 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 Kevin Reavis CIC CPIW OLD NORTH STATE INSURANCE (919 742 3422 103 N CHATHAM AVENUE PHONE ) FAX .(919)742-2754 SILER CITY NC 27344 E-MAIL kreavis@onstis.com INS R S AFFORDINQ COVERAGE NAIL 0 INSURER A:iSurity/Carolina Mutual Ins Co INSURED ItisupEn .Philadelphia Ins Co Boys and Gins Club of Eastern Piedmont INSURER c;Travelers Ins Co PO Box 1788 D. Pittsboro NC 27312- COVERAGES CERTIFICATE NUMBER: 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 Ate'SUER POLICY EFF POLICY EXP'Y N MBER (M LIMITS B GENEMLIABIUTM PHPK1020246 5/14/2013 5/14/2014 EACH OCCURRENCE $ 1,000,000 X DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY $ 100,000 CLAIMS-MADE Fj(]OCCUR MED EXp[Any one ermn $ 5,000 X Sexual/Phy Abuse& PERSONAL&ADV INJURY $ 1,000,000 Molestation$1000000 GENERAL AGGREGATE 2,000,000 GEN-L AGGREGATE LIMIT APPLIES PER: PRODUCTS-C PIOP AGG $ 2,000,000 POLICY TROT- L Loc Professional Liab $ 1,000,000 B AUTOMOBILEUABIUTY PHPK1020246 5/1412013 5/14/2014 COMBINEDSINGLELIMIT 1,000,000 ANY AUTO BODILY INJURY(Per person) $ AUTOS AUTOS BODILY INJURY(Per accident) $ X HIRED AUTOS X NO"WNED PROPERTY DAMAGE $ I AUTOS (Per ac6dwo $ UMBRELLA UAS OCCUR EACH OCCURRENCE $ EXCESS UAB CLAIMS­MADE AGGREGATE $ A WORKERS COMPENSATION WC19108-2013 7/1512013 7115/2014 UiC STATU- I I oTH AND EMPLOYERS'IJANUTY I N PR —.—.-- ANY PROPRIETOR/PARTNERIEXECUTNE E.L EACH ACCIDENT $ 1,000,000 OFFICERMEMBER EXCLUDED? MIA (Mandatory In NH) E.L.DISEASE-EA EMPLO 1,000,000 If s,describe under 1,000,000 E.L DISEASE-POLICY LI rr C Directors&Officers Liab 105919426 04/21/2013 /21/2014 Each Claim 1,000,000 C Employment Practices Liab 105919426 /21/2013 /21/2014 Each Claim 1,000,000 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHNXES(Attooh ACORD 101,AddItt"al Remmks Schedule,H mere Won Is required) CERTIFICATE HOLDER CANCELLATION A1000382 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 9 tY ACCORDANCE WITH THE POLICY PROVISIONS. 200 S Cameron Street Hillsboro NC 27278- AUTHORIZED REPRESENTAIM ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010 105) The ACORD name and logo are registered marks of ACORD