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HomeMy WebLinkAbout2017-632-E Finance - MAXIMUS - Consultant for Cost Allocation Plan, EMS Medicaid Cost Report DocuSign Envelope ID:54B16D7E-C063-4FF1-B6ED-4F40C221096B AGREEMENT TO PROVIDE PROFESSIONAL CONSULTING SERVICES THIS AGREEMENT (this"Agreement") is entered into by and between MAXIMUS Consulting Services, Inc. ("Consultant"), and Orange County, North Carolina ("Client"). In consideration of mutual promises and covenants,the sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Scope of Services. Consultant shall perform the services detailed in Exhibit A, attached and incorporated by reference as if fully set forth herein (the "Services"), in a professional and workmanlike manner consistent with the typical standards of the industry. 2. Term. This Agreement shall commence on October 20, 2017 ("Effective Date") and shall remain in effect until April 15,2021,or until completion of,and payment in full for,the Services specified in Exhibit A, whichever occurs last. The parties may mutually agree to extend this Agreement for two additional one year periods,pursuant to an amendment duly signed by both parties. 3. Compensation. Client shall pay Consultant a fee for services rendered as set forth in Exhibit B, attached and incorporated by reference as if fully set forth herein. 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 a minimum of 30 days from the date of receipt to cure any such default prior to the effective date of termination. b. Termination for Convenience. Either party may terminate this Agreement without cause upon 60 days' prior written notice to the other. In the event Client terminates this Agreement, Client shall reimburse Consultant for all reasonable costs incurred by Consultant due to such early termination. 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 Services provided to Client under this Agreement, or any amendment thereto, as of the effective date of termination of the Agreement. 5. Data Accuracy. Consultant shall provide guidance to the Client in determining the data required. 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. The Client further acknowledges and agrees that Consultant shall be entitled to rely upon the accuracy and completeness of the data 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' prior 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 access. MAXIMUS Professional Consulting Services Agreement—last updated November 21,2016 Proprietary&Confidential Page 1 of 6 DocuSign Envelope ID:54B16D7E-C063-4FF1-B6ED-4F40C221096B 7. Copyright 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 under this Agreement are specifically set out in Exhibit A. 8. Insurance. Consultant shall maintain customary general liability insurance in the amounts of $1,000,000 per occurrence / $2,000,000 annual aggregate, workers' compensation insurance including employer's liability in the amount of$1,000,000, automobile liability insurance in the amount of$1,000,000, and professional liability insurance in the amount of$1,000,000. 9. Indemnification. To the extent allowed by law, Consultant shall defend, indemnify and hold hat Iiless the Client from and against any and all third-party claims and resulting proven direct damages, liabilities and costs (including reasonable attorneys' fees) to the extent proximately caused by the negligent actions or willful misconduct of Consultant, its employees or agents. Consultant shall not be responsible for any damages, liabilities or costs resulting from the negligence or willful misconduct of the Client, its employees, consultants, or agents or any third party. 10. Limitation of Liability. Client agrees that Consultant's total liability to Client 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$27,900.00. In no event shall Consultant 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 Consultant has been advised of the likelihood of such damages, and notwithstanding any failure of essential purpose of any limited remedy. Any claim by Client against Consultant relating to this Agreement must be made in writing and presented to Consultant within one (1) year after the date on which Consultant completes performance of the Services specified in this Agreement. 11. Consultant Liability if Audited. 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 Client through the audit and to make changes to the work product 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 notice of default, in accordance with section 4(a) of this Agreement, shall be delivered by certified mail or overnight courier. Any other notices, bills, invoices, or reports required by this Agreement shall be sufficient if sent by the parties via email or in the United States mail,postage paid, to the address noted below: MAXIMUS Professional Consulting Services Agreement—last updated November 21,2016 Proprietary&Confidential Page 2 of 6 DocuSign Envelope ID:54B16D7E-C063-4FF1-B6ED-4F40C221096B Orange County 200 S. Cameron Street Hillsborough, North Carolina 27278 919.245.2453 MAXIMUS Consulting Services, Inc. 808 Moorefield Park Drive, Suite 205 Richmond,VA 23236 804.323.3535 fsc-operations@maximus.com Such notice shall be deemed delivered same day if sent via email or 5 days after deposit in the U.S. mailbox. 13. Changes. The terms and conditions of this Agreement, including all attached and incorporated Exhibits,may be changed only by written agreement signed by both parties. 14. Miscellaneous. a. if Consultant is requested by Client to produce Consultant deliverables, documents, records, working papers, or personnel for testimony or interviews with respect to this Agreement or any services provided hereunder,then Client and Consultant shall execute a change order or new services agreement for the sole purpose of setting forth any payment and the terms associated with Consultant's response and related to the reasonable fees of Consultant in responding. 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. Consultant specifically disclaims all warranties, express or implied, including, but not limited to,the warranties of merchantability and fitness for a particular purpose. c. Consultant reserves the right to subcontract the Services. Consultant agrees to notify Client in writing of any such subcontracts. d. 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. e. 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 its employees are not to be considered agents or employees of Client for any purpose. f. In the event that any provision of this Agreement is held to be invalid, illegal 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. g. 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. h. This Agreement and any additional or supplementary document or documents incorporated 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. i. Neither party shall be liable by reason of any failure or delay in the performance of its obligations on account of strikes, shortages, riots, insurrection, fires, flood, storm, MAXIMUS Professional Consulting Services Agreement—last updated November 21,2016 Proprietary&Confidential Page 3 of 6 DocuSign Envelope ID:54B16D7E-C063-4FF1-B6ED-4F40C221096B 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. j. 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. k. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right will not operate or be construed as a waiver of any subsequent breach of that provision or as a waiver of that right. IN WITNESS WHEREOF, Client and the Consultant have executed this Agreement as of the date last written below. Orange County,North Carolina FDocuSigned by: 1561AA&,lt, NuMwtt-rS(t,t1 By: 0837991B756C477... Bonnie Hammersley Name: County Manager Title: 11/22/2017 Date: MAXIMUS Consulting Services, Inc. DocuSigned by: (Sad,bra By: 2161973FB54F4FF... T. Isadora Huntley Name: Title: Contracts Manager 10/31/2017 Date: MAXIMUS Professional Consulting Services Agreement—last updated November 21,2016 Proprietary&Confidential Page 4 of 6 DocuSign Envelope ID:54B16D7E-C063-4FF1-B6ED-4F40C221096B EXHIBIT"A" Scope of Services NC CO Orange CAP EMS 17-19 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. c) Negotiation, of the completed cost allocation plan,with the representatives of the State or federal government,whichever is applicable. d) Complete the County's EMS Medicaid cost report. MAXIMUS Professional Consulting Services Agreement—last updated November 21,2016 Proprietary&Confidential Page 5 of 6 DocuSign Envelope ID:54B16D7E-C063-4FF1-B6ED-4F40C221096B EXHIBIT `B" Compensation NC CO Orange CAP EMS 17-19 For Services provided as set forth in Exhibit"A", Client agrees to pay Consultant compensation in the amount of Twenty-Seven Thousand Nine Hundred Dollars ($27,900),Eight Thousand Three Hundred Dollars($8,300)per year for the Cost Allocation Plan and One Thousand Dollars($1,000)per year for the EMS Medicaid Cost 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 2017 $ 8,300 Fiscal Year 2018 $ 8,300 Fiscal Year 2019 $ 8,300 Fee for EMS Report Fiscal Year 2017 $ 1,000 Fiscal Year 2018 $ 1,000 Fiscal Year 2019 $ 1,000 MAXIMUS Professional Consulting Services Agreement—last updated November 21,2016 Proprietary&Confidential Page 6 of 6 DocuSign Envelope ID:54B16D7E-C063-4FF1-B6ED-4F40C221096B ACORG7® DATE(MM/DD/YYYY) �. CERTIFICATE OF LIABILITY INSURANCE 10/30/2017 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 have ADDITIONAL INSURED provisions or 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 w certificate does not confer rights to the certificate holder in lieu of such endorsement(s). c PRODUCER CONTACT a NAME: Aon Risk services, Inc. of Washington, D.C. PHONE FAx s.-Aon Risk services Central, Inc. (A/C.No.Ext): (866) 283-7122 (A/C.No.): (800) 363-0105 a Chicago IL office E-MAIL p 200 East Randolph ADDRESS: _ Chicago IL 60601 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Zurich American Ins Co 16535 MAXIMUS Consulting Services, Inc. INSURER B: XL Specialty Insurance CO 37885 808 Moorefield Park Drive, Suite 205 Richmond VA 23236 USA INSURER C: The Continental Insurance Company 35289 INSURER D: American Zurich Ins Co 40142 INSURER E: National Union Fire Ins Co of Pittsburgh 19445 INSURER F: QBE Specialty Insurance Company 11515 COVERAGES CERTIFICATE NUMBER: 570069075732 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. Limits shown are as requested INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVO (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY 0L05096218 02 05/01/2017 05/01/2018 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 M GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY JECT LOC PRODUCTS-COMP/OPAGG $2,000,000 m o OTHER: o N- A AUTOMOBILE LIABILITY BAP 5096219 02 05/01/2017 05/01/2018 COMBINED SINGLE LIMIT $1,000,000 to (Ea accident) .. X ANY AUTO BODILY INJURY(Per person) o OWNED SCHEDULED BODILY INJURY(Per accident) N AUTOS ONLY AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE A ONLY AUTOS ONLY (Per accident) w E a) B X UMBRELLA LIAB X OCCUR US00075267L217A 05/01/2017 05/01/2018 EACH OCCURRENCE $2,000,000 0 EXCESS LIAB CLAIMS-MADE AGGREGATE $2,000,000 DED X RETENTION$10,000 D WORKERS COMPENSATION AND WC509621602 05/01/2017 05/01/2018 X IPER TUTE IOTH- EMPLOYERS'LIABILITY STA ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 A WC5 OFFICER/MEMBER EXCLUDED? N N WC509621702 05/01/2017 05/01/201$ (Mandatory in NH) WI E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 E E&O-PL-Primary 017202809 08/01/2017 08/01/2018 Agg/Per Claim $2,000,000 Claims Made SIR $10,000,000 SIR applies per policy terms & conditions ey DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE: CAP EMS 17-19 ...-r ._-_, .._ _. .. ._, CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE KA EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. orange County AUTHORIZED REPRESENTATIVE 200 South Cameron Street Hillsborough NC 27278 USA 9" m Cr ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:54B16D7E-C063-4FF1-B6ED-4F40C221096B AGENCY CUSTOMER ID: 410000000170 LOC#: �°%°® ADDITIONAL REMARKS SCHEDULE Page _ of AGENCY NAMED INSURED Aon Risk services, Inc. of Washington, D.C. MAXIMUS Consulting Services, Inc. POLICY NUMBER see certificate Number: 570069075732 CARRIER NAIC CODE See Certificate Number: 570069075732 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S)AFFORDING COVERAGE NAIC# INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information,refer to the corresponding policy on the ACORD certificate form for policy limits. POLICY POLICY INSK ADDL SUBR EFFECTIVE EXPIRATION LTR TYPE OF INSURANCE INSD �V'VD POLICY NUMBER LIMITS DATE DATE (MM/DD/YYYY) (MM/DD/YYYY) WORKERS COMPENSATION D N/A wc509621602 05/01/2017 05/01/2018 Deductible $350,000 AOS ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:54B16D7E-C063-4FF1-B6ED-4F40C221096B l � rip)�ar�ii��roaQ n�� t l l i MAXIMUS O HELPING GOVERNMENT SERVE THE PEOPLE October 10, 2017 Mr. Gary Donaldson Orange County Chief Financial Officer 200 S. Cameron Street Hillsborough, North Carolina 27278 Dear Mr. Donaldson: MAXIMUS Consulting Services, Inc. is pleased to submit the attached contract. You may return the contract by e-mail or USPS. Instructions for both are provided below. E-mail Return Scan the signed contract to ESC-Operations }MAXIMUS.com. We will return a fully executed scan to the e-mail address from which it was received or an alternate if provided. USPS If you require an original hard copy of the fully executed contract sign and return via regular mail to: MAXIMUS Consulting Services, Inc. Shared Services Center CONTRACTS 808 Moorefield Park Drive, Suite 205 Richmond, VA 23236 MAXIMUS will return the document to the address noted in the contract unless otherwise instructed. Please provide a contact name to receive the package. We look forward to continuing our work with Orange County. Sincerely, Nelson H. Clugston Vice President MAXIMUS Consulting Services, Inc. NHC/tmb Attachment- Contract 808 Moorefield Park Drive,Suite 205 I Richmond,VA 23236 1 804.323.3535 1 804.323.3536 FAX I WWW.MAXIMUS.COM