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HomeMy WebLinkAbout2020-029-E Finance - New Destinations Cardinal performance agreement(New Destinations) Orange County Cardinal Managed Care Fund Performance Agreement Revised 12/2019 Page 1 of 9 CARDINAL MANAGED CARE FUNDS 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 New Destinations, a not-for-profit corporation, located at 5720 Turner Store Lane, Raleigh, NC 27603 (“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 New Destinations 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 attached Cardinal Managed Care Funds and Program Budget and any amendments or revision thereto which is attached as Exhibit “A”, which are incorporated by reference. The Scope of Services and the Program Budget may be different 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. Cardinal Managed Care Funding. i. Cardinal Managed Care Funding. The County agrees to appropriate funds for the provision of services described the “Program Services” section of Exhibit A, and may be more particularly outlined in the “Expense Description” section of Exhibit A, the maximum sum of $35,100 in Cardinal Managed Care Funds. ii. The Provider shall be paid Cardinal Managed Care Funds in twelve equal monthly installments in the amount of $2,925. 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. 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 DocuSign Envelope ID: AD9C9BE5-9A4D-4394-8476-901F7564FAF4 (New Destinations) Orange County Cardinal Managed Care Fund Performance Agreement Page 2 of 9 Rev. 8/18 the Provider. If the funds are expended not in accordance with the Work Statement, 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 the payments is contingent upon receipt of Progress Reports and requests for reimbursements as provided in Section 4 below, which show satisfactory progress toward completion of performance measures and an accounting of expenditures as detailed in the attached Work Statement. d. Once Provider has satisfied its obligations as provided in Sections 3 and/or 4 payment will be made within 21 days after receipt of the Progress Report and Request for Reimbursement. e. The County is not obligated to provide any other support to Provider in this or in succeeding fiscal years. 4. Agency Reporting. a. Cardinal Managed Funds Reporting. Provider will provide Orange County a Monthly Progress Report for Cardinal Managed Care funds that includes a fiscal report and updates on performance measures as outlined in the Work Statement. Progress Reports are due by the 15th of the next month following the month being reported. 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. DocuSign Envelope ID: AD9C9BE5-9A4D-4394-8476-901F7564FAF4 (New Destinations) Orange County Cardinal Managed Care Fund Performance Agreement Page 3 of 9 Rev. 8/18 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 shall pay Provider that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. 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. e. Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. f. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 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 DocuSign Envelope ID: AD9C9BE5-9A4D-4394-8476-901F7564FAF4 (New Destinations) Orange County Cardinal Managed Care Fund Performance Agreement Page 4 of 9 Rev. 8/18 x 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 x Commercial General $1,000,000 Each Occurrence Liability $2,000,000 Aggregate x Automobile Liability $500,000 Combined Single Limit x 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 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. Limitation and Assignment.The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement or the rights to payment to any other party without the written consent of the other. 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. DocuSign Envelope ID: AD9C9BE5-9A4D-4394-8476-901F7564FAF4 (New Destinations) Orange County Cardinal Managed Care Fund Performance Agreement Page 5 of 9 Rev. 8/18 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. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 15. 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 New Destinations provide a living wage to its employees. 16. 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: 17. 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. 18. 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. a.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. By County: Finance & Administrative Services Orange County Post Office Box 8181 Hillsborough, NC 27278 Provider: New Destinations 5720 Turner Store Lane Raleigh, NC 27603 DocuSign Envelope ID: AD9C9BE5-9A4D-4394-8476-901F7564FAF4 (New Destinations) Orange County Cardinal Managed Care Fund Performance Agreement Page 6 of 9 Rev. 8/18 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.By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. 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 _____________________________ _______________________ Larry Lackey, Executive Director Date For and on behalf of Orange County Government _______________________________ ________________________ Bonnie Hammersley, County Manager Date DocuSign Envelope ID: AD9C9BE5-9A4D-4394-8476-901F7564FAF4   EXHIBIT “B” Scope of Services – FY 2019-20 Outside Agency Performance Agreement Agency Name: New Destinations, Inc. Program Name: Overlook Apartments Funding Award: $35,100 Outline how the agency will spend Orange County’s funding award. Program Services Outline the critical services (activities) the agency will employ to attain the Anticipated Outcomes below, by June 30, 2019. x Apartment Manager conducts periodic unit inspections, collects apartment rents, provides assistance/guidance with Resident’s issues, prepares Annual Recertifications to establish the Resident’s continued eligibility, assists with conflict resolutions and other day-to-day operational activities. 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 Results 1. Apartment Manager will assist the (14) Adult Residents who are diagnosed with SPMI and at a heightened risk for homelessness in the preparation/submission of the required Annual Hud Recertifications in order to retain their Apartment Lease with HUD. Residents Maintain their HUD Apartment Leases Expense Description Amount Payroll Employee Benefits - Calculated @ 20% of Payroll Commercial Property Insurance/Liability/Data/Umbrella Vehicle Insurance Van Fuel Van Repair/Maintenance Telephone Internet Program Supplies Postage Cellular Phone Staff Training - Relias Learning Replacement Furnishings - Resident Units Resident Recreation Trash Removal Subtotal Administrative Fee (10%) Total Expenses & Administrative Fee Due $21,624 $4,536 $2,136 $1,104 $576 $1,200 $2,676 $0.00 $60 $408 $600 $0.00 $0.00 $180 $35,100 $0.00 $35,100 DocuSign Envelope ID: AD9C9BE5-9A4D-4394-8476-901F7564FAF4 Performance Measures Anticipated Results 2. (14) Resident’s Apartments will be inspected on a regular basis to ensure they are in good order and they will be given assistance in correcting any Deficiencies Ensure Sanitary & Safe Living Conditions for all Residents. 3. Overlook Apartment Manager will conduct wellness checks on a daily basis to ensure the wellbeing of the Residents and contact the appropriate Stake Holders (ACCT, Guardians, Medical Doctors, etc.) when issues arise which require additional involvement arise. Ensure Residents Receive the Medical/Clinal Services they require. 4. Provide Community Integration by scheduling periodic outings in the Community. Improved Community Integration for all Residents Certified by: _______________________ Title: Executive Director Date: 11/13/2019 (Provider’s Signature) DocuSign Envelope ID: AD9C9BE5-9A4D-4394-8476-901F7564FAF4  (New Destinations) Orange County Cardinal Managed Care Fund Performance Agreement Page 9 of 9 Rev. 8/18 ATTACHMENT “A” Orange County Certifications – FY 2019-20 Cardinal Managed Care Fund 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. Certified by: _______________________ Title: __________________________ Date: ___________ (Provider’s Signature) DocuSign Envelope ID: AD9C9BE5-9A4D-4394-8476-901F7564FAF4        DocuSign Envelope ID:AD9C9BE5-9A4D-4394-8476-901F7564FAF4 NEWDE-1 OP ID: C1 DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 11/14/2019 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 certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER 919-467-6339 CONTACT Ed Moore&Associates,Inc. NAME: Ed Moore&Associates, Inc. PHONE 919-467-6339 FAX 919-467-6434 103-B Kilmayne Drive (A/C,No,Ext): (A/C,No): Cary, NC 27511 E-MAIL DRESS:cmoore@edmooreinsurance.com Ed Moore&Associates, Inc. INSURERS AFFORDING COVERAGE NAIC# INSURER A:Cincinnati Insurance Company 10677 INSURED INSURER B:All Risks Ltd-Oak River Ins Co New Destinations Inc PO Box 1239 INSURER C: Fuquay Varina, NC 27526 INSURER D 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MMPOLICY EFF POLICY EXP LIMITS LTR DD YYY (MM/DDIYYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR ETD 0388216 05/26/2019 05126/2020 DAMAGE ( RENTED 1,000,000 X PREMISES Ea occurrence) $ MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 X POLICY PECOT- LOC PRODUCTS-COMP/OP AGG $ 3,000,000 OTHER: A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ X ANY AUTO ETD 0388216 05/26/2019 05/26/2020 BODILY INJURY Perperson) $ OWNED SCHEDULED X AUTOS ONLY X AUTOS BODILY INJURY Per accident $ X HIRED X NON-OWNED PerOaccidenDAMAGE $ AUTOS ONLY AUTOS ONLY A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS-MADE ETD 0388216 05/26/2019 05/26/2020 AGGREGATE $ 2,000,000 DIED X RETENTION$ B WORKERS COMPENSATION XPER OTH AND EMPLOYERS'LIABILITY STATUTE ER NEWC009178 05/26/2019 05/26/2020 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT A Professional Liab ETD0388216-INCL PRIOR ACT 05/26/2019 05/26/2020 Incident 1,000,000 RETROACTIVE DATE 05/26/09 Aggregate 3,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Orange County Government is an additional insured with respects to General Liability coverage when required by written agreement. CERTIFICATE HOLDER CANCELLATION ORANGCO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Orange County Government ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Outside Agencies 200 South Cameron Street AUTHORIZED REPRESENTATIVE P.O. Box 8181 Ed Moore&Associates, Inc. Hillsborough, NC 27278 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD