HomeMy WebLinkAbout2015-428-E Finance - Historical Foundation of Hillsborough and Orange County - 2015-16 Outside Agency Performance Agreement $6,000 DocuSign Envelope ID: B4DACCFE-C86E-4740-BCC9-75E2B72C18B0
2015-16 OUTSIDE AGENCY PERFORMANCE AGREEMENT
THIS AGREEMENT,made and entered into the first day of July 2015, ("Effective Date")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 Historical Foundation of Hillsborough and Orange
County, a not-for-profit corporation, located at 201 N. Churton Street, Hillsborough, NC 27278
("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 Historical Foundation of Hillsborough and Orange County agree as follows:
1. Term of the Agreement. The term of this Agreement shall be a program year beginning July 1,
2015 to June 30, 2016.
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 S 6,000.
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 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 Provider shall be paid in four equal installments in the amount of $1,500. The first
payment is contingent upon receipt of the agency's performance agreement; the remaining
payments are contingent upon receipt of the request for reimbursement and related
supporting documentation.
(Historical Foundation ofHillshorough and Orange County)
Orange County Outside Agency Performance Agreement Page 1 of 7
DocuSign Envelope ID: B4DACCFE-C86E-4740-BCC9-75E2B72C18B0
d. The County's obligation to make the quarterly payments is contingent upon receipt of
Progress Reports, which show satisfactory progress toward completion of performance
measures and an accounting of expenditures as detailed in the attached Scope of Services.
e. Once Provider has satisfied its obligations as provided in (d) payment will be made 21
days after receipt of the Progress Report and Request for Reimbursement or 21 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 Progress Report that includes a fiscal report and
updates on 2015-16 performance measures as outlined in the 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 11, April 15, and July 8 of the program fiscal year.
b. 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:
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
(Historical Foundation of Hillsborough and Orange County)
Orange County Outside Agency Performance Agreement Page 2 of 7
Rev. 6115
DocuSign Envelope ID: B4DACCFE-C86E-4740-BCC9-75E2B72C18B0
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:
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
(Historical Foundation of Hillsborough and Orange County)
Orange County Outside Agency Performance Agreement Page 3 of 7
Rev. 6115
DocuSign Envelope ID: B4DACCFE-C86E-4740-BCC9-75E2B72C18B0
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.
7. Relationship of the Parties. Provider is an independent contractor of the County. Provider
represents that they have 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.
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 $12.76 per
(Historical Foundation of Hillsborough and Orange County)
Orange County Outside Agency Performance Agreement Page 4 of 7
Rev. 6115
DocuSign Envelope ID: B4DACCFE-C86E-4740-BCC9-75E2B72C18B0
hour. To the extent possible, Orange County recommends that Historical Foundation of
Hillsborough and Orange County 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: Finance &Administrative Services Provider: Historical Foundation of
Orange County Hillsborough and Orange County
Post Office Box 8181 201 N. Churton Street
Hillsborough,NC 27278 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.
19. Signatures. This Agreement together with any amendments or modifications may be executed
electronically. All electronic signatures affixed hereto evidence the intent of the Parties to
comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66.
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.
F g1t4.0 ,4V..half of the Provider
l�wJ4W h(* 8/11/2015
Signature Date
Candace Midgett
Printed Name
(Historical Foundation of Hillsborough and Orange County)
Orange County Outside Agency Performance Agreement Page 5 of 7
Rev. 6115
DocuSign Envelope ID: B4DACCFE-C86E-4740-BCC9-75E2B72C18B0
For ajgd g s behalf of Orange County Government
F�j M(&At. ( A MIMLYSb-, 8/12/2015
Bonnie animer'sley, County Manager Date
(Historical Foundation of Hillsborough and Orange County)
Orange County Outside Agency Performance Agreement Page 6 of 7
Rev. 6115
DocuSign Envelope ID: B4DACCFE-C86E-4740-BCC9-75E2B72C18B0
ATTACHMENT "A"
Orange County Certifications—FY 2015-16
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.
f,D�Jocu,Siigneedd by:
executive director 8/11/2015
Certified by: ,o��FOrFa1F9d,� Title: Date:
(Provider's Signature)
(Historical Foundation of Hillsborough and Orange County)
Orange County Outside Agency Performance Agreement Page 8 of 7
Rev. 6115
DocuSign Envelope ID: B4DACCFE-C86E-4740-BCC9-75E2B72C18B0
EXHIBIT"A"
Scope of Services—FY 2015-16
Outside Agency Performance Agreement
Agency Name: Historical Foundation Of Hillsborough And Orange County-
Program Name: Orange County Historical Museum Heritage Education Programs,Exhibits,
Collections
Funding Award: $6,000
Outline how the agency will spend Orange County's funding award.
Expense Description Amount
Wage/salary costs for museum staff facilitation;g programs $4,600
Suppliles for exhibits,collections and Heritage Education programs $1,200
Mileage reimbursement for Herita a Education programs $200
Program Services
For assistance with this or the following section, please reference the Exhibit A instructions and example, located within the
contract and reporting memorandum. Outline the major activities the agency will employ to attain the Anticipated Outcomes
below,by June 30,2016.
• Heritage Education: the executive director and staff will provide educational programs in the
clasroom and in the museum,using materials and lesson plans being updated 08.15.
• Exhibits: the museum stff and volunteers will create special exhibits, update permanent exhibits,
and provide information on existing exhibits.
• Collections: staff and volunteers will digitize and provide information on the collections holdings
and contiue to care for collections.
Anticipated Outcomes
The Anticipated Results column must include quantifiable results in the form of number of personslunits served within Orange
County, only (all 'Towns and municipalities). if you use percentages, you must also provide the total number of participants
within that measure's description or for an earlier performance measure.
Performance Measures Anticipated
Results
Children served by heritage education programs and collaborative programs 2,750
Visitors served by special exhibits and programs on Orange County History 9,000
Researchers aided with information contained in the museum's collections and archives 28
DocuSigned by:
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Certified by. %o, Title: � t,e�G Date: 5
(Provider's ign tore) L �� �`�,2, q, U',q 44
DocuSign Envelope ID: B4DACCFE-C86E-4740-BCC9-75E2B72C18BO
Erie CERTIFICATE OF INSURANCE DATE ISSUED(MM/°Dm)
e® 1/21,15
Insuranc
—THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY—
Home Office • 100 Erie Ins-trance Place • Erie,Pennsylvania 16530 • 814870.2000
Toll free 1 800.458.0811 - Fax 814.870.3126 - www.erielnsirance.com
NAME AND ADDRESS OF AGENCY THE BALLARD AGENCY INC AGENT'S NO.
JJ1010 C RIE IN NCE C PANY
105 W KING ST Co.-D ERIE INSUBANEE PROPERTY_&—CASUALTY COMPANY
HILLSBOROUGH,NC 27278-2543 Co.:E ERIE INSURANCE EXCHANGE, lNot Applicable
re Indemnity Co.,Attorney In Fact\ in NY
Co.:-F ERIE INS_U_RANCE COMPANY OF NEW YORK _
Co.v IS FLAGSHIP CITY INSURANCE OMPANY
(919)732-2158 IThis certificate is issued for information purposes only and confers
NAME AND ADDRESS OF NAMED INSURED no rights on the certificate holder.It does not affirmatively or
negatively amend,extend,or otherwise alter the terms,exclusions
THE HISTORICAL FOUNDATION OF and conditions of insurance coverage contained in the policy(ies)
HILLSBOROUGH&ORANGE CO INC indicated below.The terms and conditions of the policy(ies)govern
the insurance coverage as applied to any given situation.Limits
201 N.CHURTON ST. shown may have been reduced by claims paid.This certificate of
insurance does not constitute a contract between the issuing
HILLSBOROUGH,NC 27278-2535 insurer(s), authorized representative or producer and the
certificate holder.
This is to cerb that licies,as Indicated by the Policy Number below,are in force for the Named Insured at the time that the Certificate is being_issued.
T
0 ns'd
, TYPEAF INSURANCE POLICY NUMBER " I LIMITS
E 7 GENERAL LIABILITY 8/22/15 8/22/16 EACH OCCURRENCE I$ 1 000 000
rX COMMERCIAL GENERAL LIABILITY Q442250193 FIRE DAMAGE(Any One Fire)' 1,000,000
❑CLAIMS MADE ❑X OCCUR, MED EXP(Any One Perunj $ 5,000
PERSONAL&ADV.INJURY! 1,000,000
GENERALAGGREGATE '', 2,000,000
GENT AGGREGATE LIMITAPPLIESPERr. PRODUCTS-COMP/OPAGGi 2,000,000
IDX POLICY ❑PROJECT ❑LOC
AUTOMOBILE LIABILITY BODILY INJURY
"ANYAUTO"(OWNED WNED)' (EACH PERSON) $
❑OWNED BNJURY
EACHACCIDEACHACN $
!
P HIRED PROPERTY DAMAGE $
I--
❑ NON-OWNED BODILYINJURYAND
❑GARAGE PROPERTYDAMAGE
COMBINED Is
EXCESS LIABILITY EACH OCCURRENCE $
❑ OCCURRENCE AGGREGATE $
RETENTION $ $
E WORKERS COMPENSATION&
EMPLOYERS LIABILITY Q92 2200215 8.22/15 8/22/16 BODILY' ACCIDENT $ 100,000 EACH ACCIDENT
NJURY DISEASE $ 500,000 POLICY LIMIT
BY DISEASE $ 100,000 EACH EMPLOYEE
OTHER
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIV-
ERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
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).
NAME AND ADDRESS OF CERTIFICATE HOLDER
ORANGE COUNTY GOVERNMENT AUTHORIZED REPRESENTATIVE
PO BOX 8181
HILLSBOROUGH,NC 27278
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