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HomeMy WebLinkAbout2019-529-E DSS - Diaper Bank of NC performance agreement DocuSign Envelope ID: B3FB92A5-8DCA-444B-BA7D-945F9A80BEF7 OUTSIDE AGENCY PERFORMANCE AGREEMENT THIS AGREEMENT,made and entered into the first day of July 2019,("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 Diaper Bank of North Carolina, a not-for-profit corporation,located at 1311 E.Club Boulevard,Durham,North Carolina 27704("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 Provider agree as follows: 1. Term of the Agreement. The term of this Agreement shall be a program year beginning July 1, 2019 to June 30,2020, 2. Scope of Services. a. Provider will provide services to the residents of Orange County, as outlined in the Scope of Services (Exhibit"A")which is attached and hereby incorporated into this document as if set out herein. . 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, the maximum sum of Ten Thousand dollars($10,000). 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 Two Thousand Five Hundred dollars ($2,500). 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. 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. Diaper Bank of North Carolina Orange County Outside Agency Performance Agreement Revised 612018 DocuSign Envelope ID: B3FB92A5-8DCA-444B-BA7D-945F9A80BEF7 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 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 17,April 17,and July 17 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: L 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 2 DocuSign Envelope ID: B3FB92A5-8DCA-444B-BA7D-945F9A80BEF7 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 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 3 DocuSign Envelope ID: B3FB92A5-8DCA-444B-BA7D-945F9A80BEF7 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. S. 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 and the Orange County Non-discrimination Policy. 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 $ 14.95 per hour. To the extent possible, Orange County recommends that Provider 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: Nancy Coston Executive Director Orange County Diaper Bank of North Carolina 4 DocuSign Envelope ID: B3FB92A5-8DCA-444B-BA7D-945F9A80BEF7 Department of Social Services 1311 E. Club BIvd Post Office Box 8181 Durham,North Carolina 27704 Hillsborough,North Carolina 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. 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. Provider shall at all times remain in compliance with all applicable local, state, and federal laws,rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). Any violation of this requirement is a breach of the Agreement and County may immediately terminate this Agreement without further obligation on part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination.By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. 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 11 A and Article 40 of North Carolina General Statute Chapter 66. [SIGNATURE PAGE TO FOLLOW] 5 DocuSign Envelope ID: B3FB92A5-8DCA-444B-BA7D-945F9A80BEF7 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. " oocu5ig Ied by'. ' '-of the Provider 04 7/29/2019 997©B380FECF411D.. Michelle Old,Executive Director Date E-Do cu 5ignedby: �_Ar..r __nge County Government t�6WAX RA*A tY�� 8/6/2019 OG37994B755E477.. tsonnje 11amrnersiey, county Manager Date 6 DocuSign Envelope ID: B3FB92A5-8DCA-444B-BA7D-945F9A80BEF7 Exhibit A Scope of Services Federal Tax Id. or SSN Contract# A. CONTRACTOR INFORMATION 1. Contractor Agency Name: Diaper Bank of North Carolina 2. If different from Contract Administrator Information in General Contract: Address Telephone Number: Fax Number: Email: 3. Name of Program(s): Diaper Distribution Program 4. Status: ( )Public (X)Private,Not for Profit ( )Private,For Profit 5. Contractor's Financial Reporting Year July 1 2019 through June 30 2020 B. Explanation of Services to be provided and to whom: The Outcome Based Diaper Distribution Program aims to distribute diapers and related products to low-income families with young children in Orange County through community partnerships_The Provider will provide up to fifty diapers per child per month sizes newborn-five only) or thiM l2ull-ups per child per month for up to one hundred participants er month. Diapers will be picked up at the Provider's location by the Coup for use by participants engaged in Social Services' programming,, including, but not limited to the Community Response Program, the Adolescent Parenting Program. and Child Protective Services. As available the Provider will provide diapers of other sizes, adult incontinence supplies, and feminine hygiene products. As available, the Provider's toddler toilet training classes will be open to Social Services' participants. The Provider will track percentages of families reporting that receiving diapers allows them to experience the outcomes of: reduced parental stress, increased ability to afford food, pay bills, or purchase other nonfood hygiene products, increased child health and happiness: and increased work and childcare attendance. C. Funding reimbursement limits by category: The County will reimburse the Provider for administrative costs required to provide the services described in this contract up to the budgetary limits of the contract allotment. Costs include compensation, rent, utilities, supplies, and equipment. D.Number of units to be provided:NA E. Area to be served/Delivery site(s): Oran a Coun DocuSign Envelope ID: B3FB92A5-8DCA-444B-BA7D-945F9A80BEF7 EDIT B Scope of Services—FY 2019-20 Outside Agency Performance Agreement Agency Name: Diaper Sank of North Carolina Program Name: Outcome Based Diaper Distribution Program Funding Award: $10,000 Outline how the agency will spend Orange County's funding award. Expense Description Amount Compensation $3000 Rent $3,000 Utilities $500 Supplies $3,500 Equipment $0 Program Services Outline the critical services(activities)the agency will employ to attain the Anticipated Outcomes below,by June 30,2020. ■ Distribute diapers and related products to low-income families that are actively participating in programs through the Orange County Department of Social Services. ■ Distribute products to the Orange County Department of Social Services. Anticipated Outcomes The Anticipated Results column must include quantifiable results in the form of number of persons/units 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 Resu Its Number of diapers distributed yearly 42,500 Households reporting that receiving diapers from DNBC allows children to be healthier 30% 2551850 Households reporting that receiving diapers from QNBC reduces parental stress 53% 451/850 Households reporting that receiving diapers allows them to purchase food 53% (451/850) Partner organizations reporting that distributing diapers extends the average length of a 56% relationship with clients. 2.2414 Partner organizations reporting that distributing diapers reduces missed visits. 66% 2,6414 Partner organizations reporting that distributing diapers improves communication with 41% clients. (1.6414 Ooclu,Siigned by: Executive Director 7/29/2019 Certifiedl)y: 197DB380FECF4BD.. l [tic: l €T.0 (Provider's Signature) Orange County Outside Agency Performance Agreement Revised 6/2018 DocuSign Envelope ID: B3FB92A5-8DCA-444B-BA7D-945F9A80BEF7 DIAPERB OP ID:SB '4CQ�2'0 CERTIFICATE OF LIABILITY INSURANCE DATS(MMroorrrrr) 1 0 4/1 5120 1 9 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGMTS 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 pallcy(€es) 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 Steve Booth BICfDHNT Insurance NAME; t!a Dominick Hucicat�ee 1'HONE 1.919-2$fi-T473 FAlX Nn:919-28fi5170 P O Box 52237 E-MAIL Durham,NC 27717 ADDRESS., Steve Booth INSURERS AFFORDING COVERAGE NAIC# INSURER A:Pennsylvania National 14990 INSURED Diaper Sank of NC,Inc. INSURER B;ArnTrust North America Michelle Old, ED 1311 E Club Blvd INSURERC: Durham, NC 27704 INSURERD., INSURER E: 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. NSR TYPE OF INSURANCE IYYYY POLICY NUMBER MM LTR IDD M LICY POLICY Y Mmoff Y LIMITS A COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00 CLAIMS-MADE M OCCUR x BPS 0706663 0210112019 02/01/2020 PREMISES Eacccurrence $ 50,00 X Business Owners MED EXP(Any one n) $ 10,00 PERSONAL&ADV INJURY f 1,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,00 POLICY❑JECT F1 LOC -PRODUCTS-COMPFOPAGG $ 2,000,00 OTHER: $ M BI RED SI NGLE U MIT AUTOMOBILE LIAeILITY Ea accident $ ANY AUTO BODILY INJURY[Per person] $ ALL OWNED SCHEDULED BODILY INJURY(Per accdent) S AUTOS AUTOS HIRED AUTOS ANON S fED Orr accident 3 a UMBRELLA LEAS OCCUR EACH OCCURRENCE $ EXCESS LIA9 HCLAIMS-MADE AGGREGATE $ DED I I RETENTIONS $ WORKERS COMPENSATION PER TH- AND EMPLOYERS'LIABILITY STATUTE ER B ANY PROPRIETORIPARTNERIExECUTIVE YIN TWC3619574 04ID112019 04/01/2020 E.L.EACH ACCIDENT S 100,00 OFFICERIMEM9ER BXCLUDED7 NIA IMandatory In NH} E.L DISEASE-EA EMPLOYE S 100,00 It yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S 500,00 DESCRIPTION OF OPERA TIONSI LOCATIONSI VEHICLES(AC ORD Ia1,Add 111onaI Remarks Schedule,may be attached IF my re space Is requ IredI non-profit diaper provider to needy families-distribution services for Orange County are covered CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange Co Government THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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