Loading...
HomeMy WebLinkAboutOTHER-2022-040-FY2023 funding agreement between Orange County and Alliance Health CY ) act � DocuSign Envelope ID : OCOB9F3D-55C2-40A0-8AE6-844A8169688D Ft � c ' �J FY23 FUNDING AGREEMENT BETWEEN ORANGE COUNTY AND ALLIANCE HEALTH THIS AGREEMENT is made and entered into this 1 " day of July 2022 , by and between the COUNTY OF ORANGE (hereinafter referred to as the " County ") and ALLIANCE HEALTH, a political subdivision of the state of North Carolina and a Local Management Entity / Managed Care Organization (LME/MCO) as that terms defined in NCGS 122C -3 (hereinafter referred to as the "Alliance ") . WITNESSETH , WHEREAS , since December 1 , 2021 , Alliance has been the LME/MCO serving Orange County, managing Medicaid and behavioral health services for the uninsured individuals in the County, and WHEREAS , the County and Alliance desire to enter into this Agreement to set forth the parties ' rights and obligations to manage county-funded mental health, intellectual/developmental disabilities and substance use services (MH/I -DD/SUS ) provided to residents of Orange County and other matters related to the provision of behavioral health services . NOW THEREFORE , for and in consideration of mutual covenants herein and the mutual benefits to result therefrom, the parties hereby agree as follows . 1 . TERM . This Agreement will take effect on the 1 '` day of July, 2022 and shall continue through and until June 30 , 2023 . 2 . SERVICES . In consideration of the Annual Allocation and other good and valuable consideration agreed to herein, Alliance shall manage the provision of high quality, cost-effective MH/DD/SUS services to residents of Orange County to the extent that other first or third-party payor sources such as Medicaid, Medicare , private pay, insurance , or grant funding are not available, have been denied or exhausted, or State funding is not allocated by Alliance . Alliance shall adhere to the requirements of Chapter 122C of the North Carolina General Statutes and any other applicable local, state, or federal laws , rules and regulations . Alliance shall adhere to the terms and conditions of this Agreement and effect such policies , procedures , and actions as are reasonably required to carry out the terms and conditions of this Agreement . 3 . ANNUAL ALLOCATION . Pursuant to N . C . G . S . 122C415 , the County agrees to pay to Alliance an Annual Allocation of One Million One Hundred Sixty-Four Thousand Eight Hundred Forty- Eight Dollars ($ 1 , 164 , 848 . 00) . Alliance may use up to 2 % of the Annual Allocation to cover administrative costs associated with administering the obligations set forth herein . The remainder of the funding shall be used exclusively for the provision of MH/DD/SUS services to eligible Orange County residents served by Alliance based on the Budget attached hereto as Attachment A . The County shall pay to Alliance three quarterly payments through a wire transfer an amount equal to one- quarter of the Annual Allocation beginning on July 2 , 2022 , and quarterly thereafter on September 2 , 2022 and January 2, 2023 . The fourth quarter payment will be made based on receipt of a fmal invoice from Alliance . The invoice will include final payments made to Providers for service dates within the Term of this current Funding Agreement (July 1 , 2022 through June 30 , 2023) . Invoice shall be received by August 15 , 2023 . 1 DocuSign Envelope ID : OCOB9F3D -55C240A0-8AE6-844A8169688D 4 . WAIVER: The failure of a party to insist upon strict adherence to any tern of this Agreement on any occasion shall not be considered a future waiver of the term or deprive that party of its right thereafter to insist upon strict adherence to that term or any other term of this Agreement . Any waiver must be in writing, and no waiver of any breach of any provision of this Agreement shall constitute a waiver of any other breach of such provision or of any other provision thereof. 5 . ENTIRE AGREEMENT : This Agreement constitutes the entire agreement among the Parties as of the date hereof with respect to the subject matter hereof and cannot be amended or terminated orally . 6 . NO THIRD-PARTY BENEFICIARIES : This Agreement is not intended for the benefit of any third party. The rights and obligations contained herein belong exclusively to the parties hereto and shall not confer any rights or remedies upon any person or entity other than the parties hereto . 7 . SEVERABILITY : The Parties agree that if any provision of this Agreement, or portion thereof, shall be adjudged by any court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall be confined to the operation of the provision at issue and shall not affect or invalidate any other provision of this Agreement, and such court shall be empowered to substitute , to the extent enforceable , a provision similar thereto or other provisions so as to provide to the fullest extent permitted by applicable law the benefits intended by such provisions . 8 . PARAGRAPH HEADINGS : Paragraph headings contained in this Agreement are included for convenience only and do not define, limit, or describe the scope of intent of this Agreement or in any way affect this Agreement . 9 . APPLICABLE LAW : This Contract shall be governed by and in accordance with the laws of the State of North Carolina . All actions relating in any way to this Contract shall be brought in the General Court of Justice in the County of Orange and the State of North Carolina , 10 . EXECUTION : The Parties agree to execute all documents , instruments , or further assurances as may be necessary or required to effectuate and complete all transactions contemplated by this Agreement . 11 . SURVIVAL : Survival of the representations , warranties , and indemnifications made by any party to this Agreement shall survive the establishment of the new Area Authority . The representations , warranties , and indemnifications hereunder shall not be affected or diminished by any investigation at any time by or on behalf of the part for whose benefit the warranties and representations were made . For purposes of this paragraph, the contract shall be construed as a continuing contract so as to bind future boards to the extent permitted by law . 12 . ASSIGNMENT : This Agreement shall not be assigned, in whole or in part, without the prior written consent of the Parties . 13 . NOTICE : Any and all notices , designations , consents , offers , acceptances , or any other communications provided for herein shall be given in writing by registered or certified mail , return receipt requested, to the respective Parties at the addresses listed below, unless each party has notified the others of a different address by means of the notification formalities described in this paragraph . If to Alliance Health : Attention: Robert Robinson, CEO 5200 West Paramount Parkway Suite 200 Morrisville , North Carolina 27560 2 DocuSign Envelope ID : OCOB9F3D -55C24OA0-8AE6-844A8169688D If to Orange County : Attention : Travis Myren , Deputy County Manager P . O . Box 8181 Hillsborough, North Carolina 27278 15 . COMPLIANCE WITH LAWS : Alliance represents that it is in compliance with all Federal, State, and local laws , regulations or orders , as amended or supplemented. The implementation of this Contract shall be carried out in strict compliance with all Federal, State, and local laws . 16 . AUDIT RIGHTS : For all Services being provided hereunder, County shall have the right to inspect, examine, and make copies of any and all books , accounts , invoices , records and other writings relating to the performance of the Services identified in this contract. Audits shall take place at times and locations mutually agreed upon by both parties . Notwithstanding the foregoing, Alliance must make the materials to be audited available within two (2 ) weeks of the request for them . To the extent that any records constitute "protected health information" as that tern is defined by the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") , it is the intent of this Section to allow the County to only receive the minimum necessary information in de-identified and/or aggregated form only for the purpose of evaluating financial and reporting requirements Linder this Agreement . Costs of any audit or review conducted under the authority of this section are the responsibility of the County unless a material breach by Alliance is detected, in which case the breaching party shall be responsible for the reasonable costs of the audit or review . 17 . COUNTY NOT RESPONSIBLE FOR EXPENSES : County shall not be liable to Alliance for any expenses paid or incurred by Alliance , unless otherwise agreed in writing . 18 . EQUIPMENT : Alliance shall supply, at its sole expense , all equipment, tools , materials , and/or supplies required to provide Services hereunder, unless otherwise agreed in writing . [Remainder of page left Blank, Signatures to follow] 3 DocuSign Envelope ID : OCOB9F3D -55C2-4OA0-8AE6-844A8169688D i I WITNESS WHEREOF the parties hereto have caused this instrument to be signed on the day and IN W g Y P year first above written, in their respective names by their proper officials by authority duly given by their respective governing bodies . i COUNTY OF ORANGE i FDocuaigned by% A , 6 / 29 / 2022 1 : 29 PM EDT Renee 6 �di4e7 Date i This instrument has been pre- audited in the manner required by the Local Government Budget and Fiscal Control Act. Dwuftned by: LA 6 / 29 / 2022 S : 09 PM EDT ORATs tEMMMVIFINANCE, OFFICER Date ALLIANCE HEALTH Lhmuftned by: fba • 6 / 29 / 2022 1000 PM EDT Rober qWWzwx;pv@W or Designee Date i 4 DocuSign Envelope ID : OCOB9F3D -55C24OA0 -8AE6 -844A8169688D Attachment A Alliance Health - FY23 Orange County Budget MOE Funding Program/Service FY23 Provider Volunteer Coordination $ 33 , 320 Arc of Orange County (The) Treatment Services/Language Interpretation $ 27,600 All Therapy Institute Child Mental Health Services $ 15 , 000 Chapel Hill Training Outreach Project, Inc . PSR Services $ 163 , 000 Club Nova Community, Inc . Orange County Crisis Services $ 230 ,499 Freedom House Youth Focused Services $ 19 , 000 Haven House Orange County Apartments $ 355100 New Destinations , Inc . Inpatient Services $ 31 , 374 UNC Dept. of Psychiatry Outpatient Services $ 261 ,450 UNC Dept, of Psychiatry Outpatient Services $ 225200 El Futuro Flex Funds $ 3502 To be identified by Orange County j Admin Support for all program 2 % $ 22, 840 Subtotal $ 897, 045 I i i Outside Agency Funding Program/Service FY23 Provider Volunteer Coordination $ 5 , 625 Arc of Orange County (The) PSR Services $ 18 , 750 Club Nova Community, Inc . Outpatient Services $ 489906 El Futuro Orange County Crisis Services $ 50, 178 Freedom House Outpatient Services $ 72 , 000 KidSCope Art Therapy $ 5 , 000 Art Therapy Institute i Music Therapy $ 10, 000 Voices Together Employment and Services $ 57 , 344 OE Enterprises Subtotal $ 2679803 Grand Total $ 151649848 Orange County Approved Budget $ 897 , 045 Outside Agency Funds $ 267 , 803 Total $ 111645848 i i 5 DocuSign Envelope ID : OCOB9F3D -55C24OA0-8AE6-844A8169688D ORANGE COUNTY DEPARTMENT USE ONLY Party/Vendor Name : Alliance Health Party/Vendor Contact Person : Kelly Goodfellow Contact Phone : Party/Vendor Address : 5200 West Paramount Parkway, Suite 200 City Morrisville State : NC Zip : 27560 Department : County County Manager Amount : $ 1 , 164 , 848 . 00 Purpose : Contract M gmt of MOE/OA Funds Budget Code(s) : Multiple Vendor # N/A (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No ❑ Contract Type : (Check one) New ® Renewal ❑ Amendment ❑ Effective Date 7/ 1 /22 Approved by Board Yes ® No ❑ Agenda Date : 6/21 /22 --- For Section XIV . c . contracts only, Approved by Board in Current FY Budget Yes ❑ No ❑ This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement . ,00sssssssssDocuSigned by: Department Director ' s Signature raViS ")Ae Date : 7 / 11 / 2022 Agreements for emergency services or repair ar above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed . Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications : Office of the Chief Information Officer Date . Risk Management This agreement is approved for sufficiency of insurance standards , specifications , and requirements : DocuSigned"by:" Office of the Risk Management Officer. F&A, , 6 Date : 8 / 17 / 2022 l(,b� vt. 7FDCF9176800498. . . Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: DocuSigned by: Office of the Chief Financial Officer ate : 8 / 18 / 2022 k%smowL7D4E5181ACC1409... Leal Services This agreement is approved as to legal form and sufficiency , DocuSigned by: Office of the County Attorney JbLW r6v Date : 8 / 19 / 2022 FJJM3D33EMA8465. 11 Clerk to the Board Received for record retention : All Docusign contracts must be copied to the Clerk upon completion : occlerkdocs@orangecountync . gov The following signature block is for hard copies only and is not required for Docusign contracts : Office of the Clerk to the Board Date : Revised 06 / 21 DocuSign Envelope ID : OCOB9F3D-55C2-4OA0-8AE6 -844A8169688D / , ® DATE (MM/DD/YYYY) ,d►`coRn CERTIFICATE OF LIABILITY INSURANCE 7/8/2022 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 endorsement(s ) . PRODUCER CONTACT NAME : Terri BOula Arthur J . Gallagher Risk Management Services , Inc . PHONE FAx A/C No Ext : 919-5824001 A/c No) : 919-847-3160 4700 Homewood Court, Suite 260 E -MAIL Raleigh NC 27609 -5732 ADDRESS : terri boulay@ajg . com INSURERS AFFORDING COVERAGE NAIC # INSURER A : Arch Specialty Insurance Company 21199 INSURED ALLIBEH-01 INSURER B : Philadelphia Indemnity Insurance Company 18058 r Alliance Health 5200 W . Paramount Parkway Suite 200 INSURER Cl : SummitPoint Insurance Company 15136 Morrisville NC 27560 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER : 1785585083 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 POLICY NUMBER MM DD EFF POLICY EXP LIMITS LTR A X COMMERCIAL GENERAL LIABILITY FLP005983306 7/1 /2022 7/1 /2023 EACH OCCURRENCE $ 3 , 000 , 000 DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES Ea occurrence $ 100 , 000 MED EXP (Any one person) $ 5 , 000 PERSONAL & ADV INJURY $ 3 , 000 , 000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 6 , 000 , 000 PRO POLICY JECT ❑ LOC PRODUCTS - COMP/OP AGG $ 6 , 000 , 000 X OTHER: $ B AUTOMOBILE LIABILITY PHPK2432968 7/1 /2022 7/1 /2023 COMBINED SINGLE LIMIT $ 1 , 0003000 Ea accident X ANY AUTO BODILY INJURY (Per person ) $ OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ I PERC WORKERS COMPENSATION WCS3010757 7/1 /2022 7/1 /2023 X AND EMPLOYERS' LIABILITY STATUTE EORH YIN ANYPROPRIETOR/PARTNER/EXECUTIVE E. L. EACH ACCIDENT $ 1 , 000 , 000 OFFICER/MEMBER EXCLUDED? N / A (Mandatory in NH) E. L. DISEASE - EA EMPLOYEE $ 1 , 000 , 000 If yes , describe under DESCRIPTION OF OPERATIONS below E. L. DISEASE - POLICY LIMIT $ 1 , 000 , 000 A Professional Liability FLP005983306 7/1 /2022 7/1 /2023 Each Occurence $3 , 000 , 000 Claims Made Aggregate $ 6 , 000 , 000 Retro 7/1 /2012 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101 , Additional Remarks Schedule, maybe attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Orange County Manager' s Office ACCORDANCE WITH THE POLICY PROVISIONS . 300 W . Tryon Street PO Box 8181 AUTHORIZED REPRESENTATIVE Hillsborough NC 27278 f ~ - - © 1988 -2015 ACORD CORPORATION . All rights reserved . ACORD 25 (2016/03 ) The ACORD name and logo are registered marks of ACORD