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HomeMy WebLinkAbout2014-152 Finance - Alliance of AIDS Service for Outside Agency $3,000 ` �!1 Al 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 Alliance of AIDS Services, a not-for-profit corporation, located at PO Box 12583, NC 27603-1847 ("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 Alliance of AIDS Services 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$3,000. Qv 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. JAN 3 0 2013 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 By1 �3rZlJ funds are expended not in accordance with the Scope of Services, at the (Alliance of AIDS Seroices) Orange County Outside Agency Performance Agreement Page t 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$750, 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. 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 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: (Alliance of AIDS Services) 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 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: (Alliance of AIDS Services) 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; ii. 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 parry 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. (Alliance of AIDS Sermces) Orange County Outside Agency Performance Agreement Page 4 of 8 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 successors and assigns of the parties hereto with reference to the above subject manner. (Alliance ofAIDS Services) 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 Alliance of AIDS Services 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: Orange County Z r/17 t � Post Office Box 8181 Hillsborough,NC 27278 �6 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 he 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] (Alliance of AIDS Senicer) Orange County Outride Agency Performance Agreement 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 th ates et forth under signatures below. For anal on behalf of the Provider It ert Name Da For o eh of n oun Government l v r Da Approved as o m and legal sufficiency 3 //-/� A ett . 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 A A— 31sl/v Clarence Grier, Assistant County Manager/ Date Chief Financial Officer (Alliance of AIDS Services) 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 urpose and shall only be used for the purposes intended and any money not used r thosee urposes will be promptly returned to Orange County. Certified Title: ate: it (Alliance of AIDS Services) Orange County Outside Agency Performance Agreement Page 8 of 8 STATE OF NORTH CAROLINA AFFIDAVIT ORANGE COUNTY ************************** I - ✓ (the individual attesting below), being duly authorized by and on behalf of r (the entity bidding on project hereinafter"Employer") after first being duly sworn hereby swears or affirms as follows: 1. Employer understands that E-Verify is the federal E-Verify program operated by the United States Department of Homeland Security and other federal agencies,or any successor or equivalent program used to verify the work authorization of newly hired employees pursuant to federal law in accordance with NCGS §64-25(5). 2. Employer understands that Employers Must Use E-Verify. Each employer, after hiring an employee to work in the United States, shall verify the work authorization of the employee through E-Verify in accordance with NCGS§64-26(a). 3. Employer is a person, business entity, or other organization that transacts business in this State and that employs 25 or more employees in this State. (mark Yes or No) a. YES ✓ or b. NO 4. Employer's subcontractors comply with E-Verify, and if Employer is the winning bidder on this project Employer will ensure compliance with E-Verify by any subcontractors subsequently hired by Employer. This /S day of 6AE y2 12013. n ure of Vfiant / Pri or Type Name: 4c' At State of North Carolina a county � ��su�uu••,,,� Signed and sworn to (or affirmed) before me,this the o '��� R ElC17f v' v O y day of_ � , 2013. My Commission Expires: / ,,h U 80 r,.•'2' �' • ,A J otary Public -moo,- "lotesCFOwe��'�� Exhibit A—Scope of Services—Fiscal Year 2013-14 Orange County Outside Agency Performance Agreement Certification Funded Amount: $ 6,750 Agency: The Alliance of AIDS Services-Carolina Agency Mission: Our mission is to serve people living with HIV/AIDS,their loved ones, caregivers and communities at large, through compassionate and non-judgmental care, prevention, education and advocacv Program: Housing Purpose: Orange Community Residence(Orange House) is a licensed family care home providing 24-hour care for very low-income people living with HIV/AIDS,who need assistance with daily living activities. Orange House was built specifically for this purpose; it's fully wheelchair accessible and designed with sensitivity for its neighborhood and the Carrboro rnmmiinity Rinre nneninn in 1QQ.ri it hac nrovirlerl a frill ranne of carvirac fnr each Outcomes: By June 30, 2014 100%of prescribed medication and equipment will be dispensed and or used and documented the Medication Administration Record for each patient. By June 30,2014 100% of residents will be provided with at least 14 hours of activities each month.(Iicensure requirement) By June 30, 2014 100%of residents will be served nutritious meals, snacks, and supplements as certified by a licensed nutritionist Budget for Orange County Funding: Category Amount Expense Description Operations Z ZI? $6,999 Food Expense Operations $ Assistant House Manager Salary Operations $875 Phone,Utility Expenses Certified by: Title: Date: �/ �� CERTIFICATE OF LIABILITY INSURANCE AI�SERV�ES�� ' DA 3TE/13/2014 ) 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 Phyllis White Commercial Lines-(919)676-8834 PHONE 919.334.2634 FAX 877.506.0509 Wells Fargo Insurance Services USA, Inc. E-MAIL A/c No 8540 Colonnade Center Drive,Suite 111 ADDRESS: phyllis.white @wellfargo.com INSURERS AFFORDING COVERAGE NAIC# Raleigh,NC 27615 INSURERA: Lexington Insurance Company 19437 INSURED INSURER B: Auto-Owners Insurance CO. 18988 Alliance of Aids Services Carolina Inc INSURER C: Travelers Insurance Co Limited P O Box 12583 INSURER D: Travelers Casualty and Surety Co.of America 31194 INSURER E Raleigh,NC 27605 INSURER F: COVERAGES CERTIFICATE NUMBER: 7439344 REVISION NUMBER: See below 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 POLICY EFF POLICY EXP LTR POLICY NUMBER MM/DDIYYYY MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A 41-LX-008997322-8 11/16/2013 11/16/2014 CLAIMS-MADE a OCCUR DAMAGE (Ea occurrence $ RENTED 100,000 PREMISES S MED EXP(Any one person) $ 0 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 POLICY E PRO- JECT [�]LOC 1,000,000 PRODUCTS-COMP/OP AGG $ OTHER: Deductible $ 1,000 B AUTOMOBILE LIABILITY 4443786900 05/01/2013 05/01/2014 COMINGLE LIMIT .,den t s $ 1,000,000 Ea .,den Ix ANY AUTO BODILY INJURY(Per person) $ ALLOWNED SCHEDULED AUTOS AUTOS BODILY INJURY Per accident) $ HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $ AUTOS Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ C WORKERS COMPENSATION 6JUB-4992P60-0-13 10/16/2013 10/16/2014 X PER TATUTE OERH AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE 1,000,000 OFFICER/MEMBER EXCLUDED? NIA E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 D Employee Dishonesty 105505029 11/07/2013 10/07/2014 $250,000/$2,500 Deductible D Directors&Officers 105505029 11/07/2013 10/07/2014 $1,000,000 D Employment Practices Liability 105505029 11/07/2103 10/07/2014 $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Evidence of Coverage CERTIFICATE HOLDER CANCELLATION Orange County Government SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 200 S.Cameron St. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 8181 Hillsborough,NC 27278 AUTHORIZED REPRESENTATIVE The ACORD name and logo are registered marks of ACORD ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) CID:ALLIANCE OF AIDS SERVICES CAROLINA INC SID:7439344 Certificate of Insurance (Cvn't) OTHER Coverage INSR TYPE OF INSURANCE ADDL WVD POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE LIMIT LTR INSR SUBR (MM/DD/YY) (MM/DD/YY) A Professional Liability 41-LX-008997322-8 11/16/2013 11/16/2014 $3,000,000 Aggregate $1,000,000 Each Wrongfule Act $5,000 Deductible Certificate of Insurance-Can't