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HomeMy WebLinkAbout2015-535-E Health - Piedmont Health Services, Inc. - 2015-16 Outside Agency Performance Agreement DocuSign Envelope ID: B8F76F11-8DOD-43D5-8654-06F0031808EC 2015-16 OUTSIDE AGENCY PERFORMANCE AGREEMENT This Agreement, made and entered into the first day of July 2015, 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 Piedmont Health Services, Inc., a not-for-profit corporation, located at 299 Lloyd St., Carrboro, NC 27510 ("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; WHEREAS, for the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the services to the County in accordance with the terms of this Agreement. NOW,THEREFORE,in consideration of the above and the mutual covenants and conditions hereafter set forth, the County and Provider 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 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 Ten Thousand dollars ($10,000.00). 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 DocuSign Envelope ID: B8F76F11-8DOD-43D5-8654-06F0031808EC Services, at the 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 Quarterly 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$2,500.00, contingent upon receipt of the quarterly request for reimbursement and related supporting documentation. The first installment shall be paid no later than August 31 of the Program year and after execution of this Outside Agency Performance Agreement by both the County and the Provider; the remaining installments shall be disbursed on October 15, January 15 and April 15 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 Quarterly Progress Report and Request for Reimbursement or 30 days after due date of Quarterly 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 the Orange County a quarterly report that includes a fiscal report, updates on 2015-2016 performance measures and objectives as provided in Scope of Services. Quarterly Progress Report dates are: July 1 — September 15, September 16 — December 15; December 16 —March 15 and March 16 -June 30. Quarterly reports are due on October 1,December 31,April 1 and July 31 of the program year. b. Reports shall be forwarded to the Orange County Health Director. 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: 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 Piedmont Health Services,Inc. Orange County Performance Agreement Page 2 DocuSign Envelope ID: B8F76F11-8DOD-43D5-8654-06F0031808EC 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 seven (7) 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: 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 Piedmont Health Services,Inc. Orange County Performance Agreement Page 3 DocuSign Envelope ID: B8F76F11-8DOD-43D5-8654-06F0031808EC 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 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 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. Piedmont Health Services,Inc. Orange County Performance Agreement Page 4 DocuSign Envelope ID: B8F76F11-8DOD-43D5-8654-06F0031808EC 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 $10.97 per hour. To the extent possible, Orange County recommends that Piedmont Health Services, Inc. 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: Provider: Orange County Health Dept. Piedmont Health Services,Inc. ATTN: Accounts Payable 299 Lloyd St. 300 West Tryon Street Carrboro,NC 27510 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 Piedmont Health Services,Inc. Orange County Performance Agreement Page 5 DocuSign Envelope ID: B8F76F11-8DOD-43D5-8654-06F0031808EC 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. This Agreement and the duties,responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. Consultant shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all anti-discrimination laws. Pursuant to the terms of North Carolina General Statute 153A-449(b) no county may enter into a contract with a contractor unless the contractor and the contractor's subcontractors comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Consultant's breach of this Agreement. By executing this Agreement Consultant affirms Consultant is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 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. For and on behalf of the Provider DocuSigned by: j�jViA 1_66VKU 9/17/2015 F8B8 BFCB02540B. Tian oomey,CEO Date ddV behalf of Orange County Government j6V�,l�ttf �AaMw�t VS 10/5/2015 nF'�Z994BZS5F Z Bonnie Hammersley, County Manager Date Piedmont Health Services,Inc. Orange County Performance Agreement Page 6 DocuSign Envelope ID: B8F76F11-8DOD-43D5-8654-06F0031808EC ATTACHMENT "A" Orange County Certifications 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. Transparency I certify that board meetings are open to the public with the exception of closed session meetings. Additionally, all financial records are available for public inspection by request upon reasonable notice. DocuSigned by: Certified by: bVi� 1-66VKU� Title: 56 0952737 Date: 9/17/2015 Piedmont Health Services,Inc. Orange County Performance Agreement Page 8 DocuSign Envelope ID: B8F76F11-8DOD-43D5-8654-06F0031808EC EXHIBIT "A" Scope of Services--FY 2015-16 Outside Agency Performance Agreement Agency Name: Piedmont Health Services,Inc. Program Name: Carrboro Community Health Center Patient-Centered Primary Care Home Funding Award: $10,000 Outline how the agency will spend Orange County's funding award. Expense Description Amount Provider salary support for uncompensated medical and dental care at the Carrboro $10,000 Community Health Center. 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. • The HRSA Bureau of Primary Health Care defines a health center patient as an individual who receives a visit from a licensed independent provider. In the case of PHS, this includes individuals making a medical and/or dental primary care visit at one of our health center sites. Our other services (e.g. case management, pharmacy, nutrition) are provided as an enhancement to the provider visit. Thus, the primary care visit (medical or dental) is the appropriate unit of service for Carrboro Community Health Center. • i Anticipated Outcomes The Anticipated Results column must include quantifiable results in the form of number of persons/units served within Oranize 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 Residents of Chapel Hill/Carrboro/Orange County will receive primary care services 3,400 (medical and dental) at the Carrboro Community Health Center unuplicated patients DocuSigned by: a aSbin, CFO /24/2015 1246181904C145A... i Certified by: Title: -� Date: �..� rovider's Signature) DocuSign Envelope ID: B8F76F11-8DOD-43D5-8654-06F0031808EC �-- , PIEDM17 OP ID: KB ACORC�"' CERTIFICATE OF LIABILITY INSURANCE DA07/13/201 Y) �►.--""' 07/13/2015 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 Senn Dunn-Charlotte Kendra A. Biddle, CPCU, CIC 440 South Church St.,Ste 500 a/c"ro EXt:336-899-2410 FAX No): 336-841-5319 Charlotte,NC 28202 E-MAIL kbiddle @senndunn.com M.Bryan Beasley,CIC ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:Massachusetts Bay Insurance Co INSURED Piedmont Health Services Inc. INSURERB:Hanover American Insurance Co 36064 Lydia Mason 299 Lloyd St. INSURERC:The Hanover Insurance Company 22292 Carrboro, NC 27510 INSURER D:Allmerica Financial Benefit INSURER E:Columbia Casualty Company 31127 INSURER F: 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 DDL UBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY B X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE 1XII OCCUR X ZZ6-A534491-00 02/01/2015 02/01/2016 DAMAGE TO RENTED 500 000 PREMISES Ea occurrence $ , MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 3,000,000 POLICY JjECT [::] LOC PRODUCTS-COMP/OPAGG $ 3,000,000 OTHER I $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident D X ANY AUTO X AW6A534528 02/01/2015 02/01/2016 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 C EXCESS LAB CLAIMS-MADE X UH6-A534495-00 02/01/2015 02/01/2016 AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER A ANY PROPRIETOR/PARTNER/EXECUTIVE Y/" W26A524525 02/01/2015 02/01/2016 E.L.EACH ACCIDENT $ 500,000 OFFICER/MEMBER EXCLUDED? ❑N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 500,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 500,000 E "Wrap Around" HMA4031897817 10/11/2014 10/11/2015 11000,000 Each Claim Professional Liab 3,000,000 Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) If required by written contract the following is an Additional Insured with respect to General and Auto Liability Coverage: Orange County, NC CERTIFICATE HOLDER CANCELLATION ORAN818 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Orange County ACCORDANCE WITH THE POLICY PROVISIONS. Risk Manager PO Box 8181 AUTHORIZED REPRESENTATIVE Hillsborough, NC 27278 Qe , ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD