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HomeMy WebLinkAbout2015-140-E Finance - Maximum Consulting Services, Inc. for Development of Central Services Cost Allocation plan, prepare indirect cost proposals, negotiate with state or federal government, prepare ES Medicaid cost report $27,000 DocuSign Envelope ID: 744F8ADB-CD3C-429C-BA9E-C4FEEC31A417 AGREEMENT TO PROVIDE PROFESSIONAL CONSULTING SERVICES THIS AGREEMENT is entered into this day of , 20 (the "Effective Date"),by and between MAXIMUS Consulting Services, Inc. ("Consultant"), and Orange County, North Carolina ("Client"), each of which may be referred to individually as a"Party", or jointly as the"Parties". In consideration of mutual promises and covenants, the Parties agree as follows: (1) Scopc of Services, Consultant shall perform in a professional manner the Services detailed in Exhibit A. (2) Term. This Agreement shall commence on the Effective Date and shall remain in effect until(a) [thirty-six (36) months] thereafter, (b) completion of, and payment in full for, the Services specified in Exhibit A, or(c) termination in accordance with Section 4, whichever occurs first. Should the Services not be completed at the conclusion of the 36 month term, and this Agreement has not been terminated pursuant to Section 4, the Parties may agree to extend the agreement for a specified period of time pursuant to an amendment signed by both Parties. (3) Compensation. Client shall pay Consultant a fee for services rendered as set forth in Exhibit B, incorporated herein by reference as if fully set forth as part of this Agreement. 1 (4) Termination. a) Termination for Cause. Upon material breach of the terms of this Agreement, the non-breaching Party shall provide written notice to the breaching Party specifying the nature of the default. The breaching Party shall have 30 days (or such longer period as the Parties may mutually agree upon) from the date of receipt to cure any such default prior to the effective date of termination, Any notice of default shall be delivered by certified mail or overnight courier, b) Termination for Convenience. Either Party may terminate this Agreement without cause upon 60 days prior written notice to the other. c) Rights Upon Termination, Upon termination for whatever reason and regardless of the nature of the default(if any), Client agrees to pay Consultant in full for all goods and/or services provided to Client under this Agreement, or any amendment thereto,as of the effective date of termination of the Agreement. (S) Services and Materials to be Furnished by Client. Consultant shall provide guidance to Client in determining the data required. The Client acknowledges and agrees that Consultant shall be entitled to rely upon the accuracy and completeness 1 i i DocuSign Envelope ID: 744F8ADB-CD3C-429C-BA9E-C4FEEC31A417 of the data provided by the Client to perform the Services. Client shall provide all such data in a timely manner sufficient to allow Consultant to provide the Services. Consultant shall have no liability to Client whatsoever if Client provides incomplete or inaccurate data or provides data in an untimely manner. (6) Records and Inspections. Consultant shall maintain full and accurate records with respect to all matters covered under this Agreement for 6 years after the completion of the Services. During such period, Client shall have the right to examine and audit the records and to make transcripts therefrom. Client shall provide 30 days written notice of its intent to inspect or audit any such records and shall conduct such inspection or audit only during Consultant's normal business hours and no more than once every six months. Any employee, consultant, subcontractor or agent of Client granted access to such records shall execute a non-disclosure agreement prior to being granted such access. (7) Cop3 ight for Consultant's Proprietary Software. To the extent that the Services provided by Consultant are generated by Consultant's proprietary software, nothing contained herein is intended nor shall it be construed to require Consultant to provide such software to Client. Client agrees that it has no claims of ownership, including copyright,patents or other intellectual property rights to Consultant's software. Nothing in this Agreement shall be construed to grant Client any rights to Consultant's materials created prior to the execution of this Agreement, All of the deliverables prepared by Consultant for Client included in the Services are specifically set out in Exhibit A. (8) Insurance. Consultant shall maintain appropriate general liability insurance, workers' compensation insurance, automobile insurance, and professional liability insurance. (9) Indemnification. To the extent allowed by law, each Party(an"Indemnifying Party") shall defend, indemnify and hold harmless the other Party(an"Indemnified Party") from and against any and all third-Party claims and resulting proven direct damages, liabilities and costs (including reasonable attorney fees) to the extent proximately caused by the negligent actions or willful misconduct of the Indemnifying Party, its employees or agents. The Indemnifying Party shall not be responsible for any damages,liabilities or costs resulting from the negligence or willful misconduct of the Indemnified Party, its employees, consultants, or agents or any third Party. (10) Limitation of Liability. The Parties agree that the total liability of each Party to the other for any and all damages whatsoever arising out of, or in any way related to, this Agreement from any cause, including but not limited to negligence, errors, omissions, strict liability, breach of contract or breach of warranty shall not,in the ' aggregate, exceed the lesser of(a)the amount actually paid to Consultant during the contract year in which the claim arose, or(b) $150,000. 2 II DocuSign Envelope ID: 744F8ADB-CD3C-429C-BA9E-C4FEEC31A417 In no event shall either Party be liable for indirect, special, incidental, economic, consequential or punitive damages, including but not limited to lost revenue, lost profits,replacement goods, loss of technology rights or services, loss of data, or interruption or loss of use of software or any portion thereof regardless of the legal theory under which such damages are sought even if the Parties has been advised of the likelihood of such damages, and notwithstanding any failure of essential purpose of any limited remedy. (11) Consultant Liability if Audited. The Client represents that all financial and statistical information provided to Consultant by Client, its employees and/or agents is accurate and complete to the best of Client's knowledge. Consultant shall,upon notice of audit, make work papers and other records available to the auditors. Consultant's sole responsibility under an audit shall be to provide reasonable assistance to the Client through the audit and to make those changes to the work product as required as a result of the audit. Consultant shall not be liable for any audit disallowances or any missed or lost revenue associated with, or related to, the Services,regardless of cause. (12) Notices. Any notices,bills, invoices, or reports required by this Agreement shall be sufficient if sent by the Parties in the United States mail,postage paid, to the address noted below: j Orange County Finance Officer 200 S. Cameron Street Hillsborough,North Carolina 27278 (919) 245.2151 (919) 644-3324 FAX Nelson Clugston MAXIMUS Consulting Services, Inc. 808 Moorefield Park Drive, Suite 205 Richmond, VA 23236 (804) 323-3535 (804) 323-3536 FAX nelsonclugston @maximus.com Such notice shall be deemed delivered 5 days after deposit in the U.S. mailbox. (13) Changes. The terms and scope of Services of this Agreement may be changed only by written agreement signed by both Parties. (14) Miscellaneous. a. If Consultant is requested or authorized by Client in writing, or is required by government regulation, a regulatory agency, subpoena, or other legal process, to produce Consultant deliverables, documents,records, working papers, or personnel for testimony or interviews with respect to this Agreement or any 3 DocuSign Envelope ID: 744F8ADB-CD3C-429C-BA9E-C4FEEC31A417 services provided hereunder, Client will reimburse Consultant without limitation for Consultant's reasonable time and expenses incurred in responding to such requests whether incurred by Consultant employees, consultants, contractors or agents. The foregoing does not diminish or negate Consultant's obligation to negotiate and defend all cost allocation plans and State mandated cost claims as specifically provided for under the Description of Services contained in Exhibit A. b. There are no third-party beneficiaries to this Agreement and nothing in this Agreement shall be construed to provide any rights or benefits to any third- party. C. The Parties intend that Consultant, in performing the Services specified in this Agreement shall act as an independent contractor and shall have full control of the work and the manner in which it is performed. Consultant and Consultant's employees are not to be considered agents or employees of Client for any purpose. d. In the event that any provision of this Agreement is held to be invalid, illegal i or unenforceable for any reason, this Agreement will continue in full force and effect without said provision, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and this Agreement will be interpreted to reflect the original intent of the Parties insofar as possible. C. The titles of the sections, subsections, and paragraphs set forth in this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of the provisions of this Agreement. f. This Agreement and any additional or supplementary document or documents incorporated herein by specific reference contain all the terms and conditions agreed upon by the Parties hereto, and no other agreements, oral or otherwise, regarding the subject matter of this Agreement or any part thereof shall have any validity or bind any of the Parties hereto. g. Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, acts of God, war, governmental action,labor conditions,material shortages or any other cause which is beyond the reasonable control of such Party. h. Each individual signing this Agreement certifies that (i)he or she is authorized to sign this Agreement on behalf of his or her respective organization, (ii) such organization has obtained all necessary approvals to enter into this Agreement, including but not limited to the approval of its governing board, and (iii) when executed, this Agreement is a valid and enforceable obligation of such organization. i i. Waiver by either Party of a breach of any provision of this Agreement or the failure by either Party to exercise any right hereunder will not operate or be 4 DocuSign Envelope ID: 744F8ADB-CD3C-429C-BA9E-C4FEEC31A417 construed as a waiver of any subsequent breach of that provision or as a waiver of that right. IN WITNESS WHEREOF, the Client and the Consultant have executed this Agreement as of the date first written below. ---DocuSigned by: By: jOV�.Vt tf �auxw�t vS (Client fl ffl''g55E477... Bonnie lHlamlmersl ey Name: Title: county Manager Date; 2/23/2015 j I MAXIMUS Consulting Services, Inc. i By: Name; Lauren K. Fulleka Contracts Manager Title: Legal Counsel Date: 94 1, S DocuSign Envelope ID: 744F8ADB-CD3C-429C-BA9E-C4FEEC31A417 EXHIBIT A Scope of Services Description of Services: a) Development of a central services cost allocation plan, which identifies the various cost incurred by the County to support and administer programs that provide services directly to citizens. This plan will contain a determination of the allowable cost of providing each supporting services such as purchasing, legal counsel, disbursement processing, etc. b) Prepare indirect cost proposals for federal grants as necessary. e} Negotiation, of the completed cost allocation plan, with the representatives of the State or federal government, whichever is applicable. d) Prepare the County's EMS Medicaid Cost Report. Consultant represents that it has, or will secure at its own expense, all personnel required in the performance of Services under this Agreement. All of the Services required hereunder will be performed by Consultant or under its supervision, and all personnel engaged in the work shall be fully qualified to perform the services described herein. i Consultant shall provide the Services stated in this Exhibit A in a professional and workmanlike manner consistent with the typical standards of the industry. Consultant specifically disclaims all other warranties, express or implied, including but not limited to the warranties of merchantability and fitness for a particular purpose..: Consultant reserves the right to subcontract for Services hereunder, Consultant agrees to notify Client in writing of any such subcontracts. i I I i 6 DocuSign Envelope ID: 744F8ADB-CD3C-429C-BA9E-C4FEEC31A417 EXHIBIT B Compensation For Services provided as set forth in Exhibit A, Client agrees to pay Consultant compensation in the amount of Eight Thousand Three Hundred Dollars ($8,300)per year for cost plan and Seven Hunched Dollars, ($700)per year for the EMS Report. Consultant will render to Client one or more invoices for the fees specified herein, with payment due thirty(30) days after the invoice date. Fee for Cost Plan Fiscal Year [2014] $8,300 Fiscal Year[2015] $8,300 Fiscal Year[2016] $8,300 i Fee for EMS Report Fiscal Year [2014] $700 Fiscal Year [2015] $700 Fiscal Year[2016] $700 f i I I i i 7 DocuSign Envelope ID: 744F8ADB-CD3C-429C-BA9E-C4FEEC3lA417 DATF(M1AMD11'YYY) CERTIFICATE OF LIABILITY INSURANCE D7128J2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:if the certificate holder is an ADDITIONAL INSURED,the policy(fes)must be endorsed. If SUBROGATION IS WAIVED, subject to the terns and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). c PRODUCER CONTACT rd...E: Aon Risk Services, Inc. of Washington, D.C. PRONE ($b6} 283 7122 Fax (800) 363-0105 i Aon Risk Servies Central, Inc. (AJC.No.Ext]: AIC,Na„ To Chicago IL office E-ur,[L 'o 200 East Randolph ADDRESS: _ Chicago IL 50601 USA INSURER(S)AFFORDING COVERAGE IIAIC 9 INSURED INSURERA: National Union Fire Ins Co of Pittsburgh 19445 ,%=ImJS Consultinq Services, Inc. INSURERB: 808 Moorefield Park Drive, suite 205 Richmond vA 23236 USA WSURERC: WSURER D: INSURERE: - INSURER F; COVERAGES CERTIFICATE NUMBER: 570056714505 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 15 SUBJECT TO ALL THE TERMS, EXCLUSIONSAND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OFWSURANKE INSO YN0 POLICYNUMBER MWCD NYYYI-_JVVAWffYY1 LJVITS COMVERCIA-GENERAL LIABILITY EACH OCCURRENCE CUS?AS!AADE F]OCCUR PAVAGET RENTErerrce MED EXP(Anyona Person) PERSONAL&ADV INJURY 'n M C EN LAGGREGATE LIVIT APPLIES PER. GENERAL AGGREGATE POLICY ❑PEa �LOC PRODUCTS-COMPJOPAGO '0 0 OTHER: ° AUTOV..CB]LE LLABILITY COf d8NED SINGLE L17iT a.adent ANYAUTO BODILY INJURY(Per Person) O Z ALLOWNED SCHEDULED BODILY INJURY(Peracddwo aQ AUTOS AUTOS fp FJIREDAU70S Z`�`-O'NNED PROPERTY DAIAAGE O AUTOS Per acod em) W t! Qr UHBRELLALIAB H OCCUR EACH OCCURRENCE U EXCESS LIAR CLAP,!S4 ADE AGGREGATE DED I RETENTION! VIORRERS COMPENSATIONAND _ PER STATUTE OTH- EMPLOYERS'LABILITY Yf N ER ANY PROPRIETOR!PARTNER I EXECUTIVE E.L.EACHACCIDENT 0FFtCEkT-'Z?1TER EXCLUDED? ❑NIA (Mandatory In NTT) E.L DISEASE-EA EMPLOYEE Ues,desenbe under SCRiPTIO??OF OPERATION S be}a,v F-L.DISEASE-POLICY UMJT A F&O-PL-primary 014247388 08/01/2014 08/01/2015 Agg/Per Oct: $1,000,000 SIR applies per policy teri os & condi ions DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES(ACORO 101,AddrJonal Remarks Sehadula,maybe attached If more space Is required) RE: New contract FY14-16. >t CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRJBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THFREOF, NOTICE YJTLL BE OELIWRED III ACCORDANCE WITH THE POLICY PROVISIONS 55 orange County AUTHORVrD REPRESENTATIVE 200 South Cameron street Hillsborough He 27278 USA �- ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2414101) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 744F8ADB-CD3C-429C-BA9E-C4FEEC3lA417 AGENCY CUSTOMER ID: 410000000170 LOG#: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY MA.MEDINSURED Aon Risk Services, Inc. of Washington, D.C. MAXIMUS Consulting services, Inc. POLICY NOM8ER see Certificate Number: 570056714505 CARRIER PoAFC CODE see Certificate Number: 570056714545 EFFECTIVEVATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS ASCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of liability insurance WORK COMP - AOS underwriting Companies WORKERS COMPENSATION - ALL OTHER STATES POLICY NO: 42WNMG3740 UNDERWRITING COMPANIES HARTFORD ACCIDENT AND INDEMNITY COMPANY, 06-0383030, 10448 Alaska, Alabama, Arkansas, Arizona, California, Colorado, Connecticut, District of Columbia, Delaware, Florida, Georgia HARTFORD CASUALTY INSURANCE COMPANY, 06-0294398, 14397 Hawaii HARTFORD FIRE INSURANCE COMPANY, 06-0383750, 13269 Iona, Idaho, Illinois HARTFORD INSURANCE COMPANY OF THE MIDWEST, 06-1008026, 20605 Indiana, Kansas, Kentucky, Louisiana HARTFORD INSURANCE COMPANY OF THE S/E, 06-1013048, 20621 Massachusetts HARTFORD UNDERWRITERS INSURANCE COMPANY, 06-1222527, 10456 Maryland, Maine PROPERTY/CASUALTY INSURANCE COMPANY OF HFTD., 06-1276326, 30147 Michigan, Minnesota, Missouri , SENTINEL INSURANCE COMPANY, LIMITFO, 15-52103, 13161 Mississippi ACORD 101(2000101) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD