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Home My WebLink About2024-432-E-County Mgr-Alliance Health-Contract Mgmt of MOE-OA funds1 FY25 FUNDING AGREEMENT BETWEEN ORANGE COUNTY AND ALLIANCE HEALTH THIS AGREEMENT is made and entered into this 1st day of July 2024, 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 the 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 1st day of July, 2024 and shall continue through and until June 30, 2025. 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/SU 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. 122C-115, the County agrees to pay to Alliance an Annual Allocation of Nine Hundred Sixty-Four Thousand Six Hundred Eighty-Two Dollars ($964,682) based on a joint funding plan. 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. 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 15, 2024, and quarterly thereafter on September 2, 2024 and January 2, 2025. The fourth quarter payment will be made based on receipt of a final 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, 2024 through June 30, 2025). The Final Invoice shall be received by August 15, 2025. DocuSign Envelope ID: D0EDE81E-E694-4508-BD59-7A02FDD2FF85Docusign Envelope ID: 7C010185-6D74-491A-AEC9-A2A34A6EF8B7 2 4. WAIVER: The failure of a party to insist upon strict adherence to any term 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. ASSIGNMENT: This Agreement shall not be assigned, in whole or in part, without the prior written consent of the Parties. 12. 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 If to Orange County: Attention: Travis Myren, Deputy County Manager P.O. Box 8181 Hillsborough, North Carolina 27278 13. 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. DocuSign Envelope ID: D0EDE81E-E694-4508-BD59-7A02FDD2FF85Docusign Envelope ID: 7C010185-6D74-491A-AEC9-A2A34A6EF8B7 3 14. 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 term 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 under 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. 15. 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. 16. 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] DocuSign Envelope ID: D0EDE81E-E694-4508-BD59-7A02FDD2FF85Docusign Envelope ID: 7C010185-6D74-491A-AEC9-A2A34A6EF8B7 4 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed on the day and year first above written, in their respective names by their proper officials by authority duly given by their respective governing bodies. COUNTY OF ORANGE ______________________________ ____________________ Bonnie Hammersley, County Manager Date This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. ___________________________________________ ____________________ ORANGE COUNTY FINANCE OFFICER Date ALLIANCE HEALTH ________________________________________ ___________________ Robert Robinson, CEO or Designee Date DocuSign Envelope ID: D0EDE81E-E694-4508-BD59-7A02FDD2FF85 6/25/2024 | 3:29 PM EDT 6/28/2024 | 2:46 PM EDT 6/29/2024 | 5:54 AM EDT Docusign Envelope ID: 7C010185-6D74-491A-AEC9-A2A34A6EF8B7 Revised 01/24 1 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Alliance Health Vendor Contact Person: Robert Robinson Phone: Address: 5200 West Paramount Parkway, Suite 200 City Morrisville State: NC Zip: 27560 Department: County Manager Amount: $964,682 Purpose: Contract Mgmt of MOE/OA Funds Budget Code(s): Vendor # 67641 Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 7/1/24 End Date 6/30/25 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: 6/18/24); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation 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. This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board 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: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ Docusign Envelope ID: 7C010185-6D74-491A-AEC9-A2A34A6EF8B7 7/23/2024 7/24/2024 7/23/2024