HomeMy WebLinkAboutS Aging - OPT to Provide Medically Necessary Transportation to Medicaid ClientsContract #68-1011
Orange Public Transportation -Medicaid
• # 68-1011 Fiscal Year Be ins Jul 1 2007 Ends June 30, 2008
Contract g _ y
This contract is hereby entered into by and between the Orange County Department of Social Services (the
"County") and Orange Public Transportation (the "Contractor") (referred to collectively as the "Parties"). The
Contractor's federal tax identification number or Social Security Number is
1. Contract Documents: This Contract consists of the following documents:
(1) This contract
(2) The General Terms and Conditions (Attachment A)
(3) The Scope of Work, description of services, and rate (Attachment B)
(4) Certifications and Assurances (Attachment C)
(5) Outcomes and Reporting (Attachment N)
These documents constitute the entire agreement between the Parties and supersede all prior oral or written
statements or agreements.
2. Precedence Among Contract Documents: In the event of a conflict between or among the terms of the
Contract Documents, the terms in the Contract Document with the highest relative precedence shall prevail. The
order of precedence shall be the order of documents as listed in Pazagraph 1, above, with the first-listed
• document having the highest precedence and the last-listed document having the lowest precedence. If there are
multiple Contract Amendments, the most recent amendment shall have the highest precedence and the oldest
amendment shall have the lowest precedence.
3. Effective Period: This contract shall be effective on July 1, 2007 and shall terminate on June 30, 2008.
This contract must be twelve months or less.
4. Contractor's Duties: The Contractor shall provide the services and in accordance with the approved rate as
described in Attachment B, Scope of Work, and shall meet the requirements set forth in Attachment N,
Outcomes and Reporting. .
5. County's Duties: The County shall pay the Contractor in the manner and in the amounts specified in the
Contract Documents. The total amount paid by the County to the Contractor under this contract shall not
exceed $87,300. This amount consists of $87,300 in Federal funds (CFDA # ), $ 0 in State Funds,
$0 in County funds, $0 (source of other funds if applicable).
[ X ] a. There aze no matching requirements from the Contractor.
[ ] b. The Contractor's matching requirement is $ ,which shall consist of:
[ ] In-kind [ ]Cash
[ ,] Cash and In-kind [ ]Cash and/or In-kind
The contributions from the Contractor shall be sourced from non-federal funds.
The total contract amount including any Contractor match shall not exceed $87,300.
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Contract #68-1011
Orange Public Transportation -Medicaid
6. Reporting Requirements:
• Contractor shall comply with audit requirements as described in N.C.G.S. § 143-6.2 and OMB Circular A-133.
7. Payment Provisions:
Payment shall be made in accordance with the Contract Documents as described in the Scope of Work,
Attachment B.
8. Contract Administrators: All notices permitted or required to be given by one Party to the other and all
questions about the contract from one Party to the other shall be addressed and delivered to the other Party's
Contract Administrator. The name, post office address, street address, telephone number, fax number, and
email address of the Parties' respective initial Contract Administrators are set out below. Either Party may
change the name, post office address, street address, telephone number, fax number, or email address of its
Contract Administrator by giving timely written notice to the other Party.
For the County:
IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS
Yvette Smith, Income Maintenance Director Yvette Smith, Income Maintenance Director
Orange County Department of Social Services Orange County Department of Social Services
P.O. Box 8181 300 West Tryon Street
Hillsborough, NC 27278 Hillsborough, NC 27278
(919) 245-2858
(919) 644-3005
smith co.oran e.nc.us
For the Contractor:
C~
IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS
Jerry Passmore, Director Jerry Passmore, Director
Orange County Department of Aging Orange County Department of Aging
P.O. Box 8181 300 West Tryon Street
Hillsborough, NC 27278 Hillsborough, NC 27278
(919) 245-2009
igassmoreCcDco. orana e. nc. u s
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Contract #68-1011
Orange Public Transportation -Medicaid
9. Signature Warranty:
~'he undersigned represent and warrant that they are authorized to bind their principals to the terms of this
agreement.
The Contractor and the County have executed this contract in duplicate originals, with one original being retained
by each parry.
OR Orange County N
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Signature Date
Printed ame / Title
ORANGE COUNTY
Public Transportaion
Printed Name
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This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control
Act.
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of County Finance Officer
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Date
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Contract #68-1011
Orange Public Transportation -Medicaid
ATTACFIlVIENT A
GENERAL TERMS AND CONDITIONS
Orange County Department of Social Services
Relationships of the Parties
Independent Contractor: The Contractor is and
shall be deemed to be an independent contractor in the
performance of this contract and as such shall be
wholly responsible for the work to be performed and
for the supervision of its employees. The Contractor
represents that it has, or shall secure at its own
expense, all personnel required in performing the
services under this agreement. Such employees shall
not be employees of, or have any individual
contractual relationship with the County.
respective successors. It is expressly understood and
agreed that the enforcement of the terms and
conditions of this contract, and all rights of action
relating to such enforcement, shall be strictly reserved
to the County and the named Contractor. Nothing
contained in this document shall give or allow any
claim or right of action whatsoever by any other third
person. It is the express intention of the County and
Contractor that any such person or entity, other than
the County or the Contractor, receiving services or
benefits under this contract shall be deemed an
incidental beneficiary only.
Subcontracting: The Contractor shall not
subcontract any of the work contemplated under this
contract without prior written approval from the
County. Any approved subcontract shall be subject to
~1 conditions of this contract. Only the subcontractors
pecified in the contract documents are to be
considered approved upon awazd of the contract. The
County shall not be obligated to pay for any work
performed by any unapproved subcontractor. The
Contractor shall be responsible for the performance of
all of its subcontractors.
Assignment: No assignment of the Contractor's
obligations or the Contractor's right to receive
payment hereunder shall be permitted. However, upon
written request approved by the issuing purchasing
authority, the County may:
(a) Forwazd the Contractor's payment check(s)
directly to any person or entity designated by
the Contractor, or
(b) Include any person or entity designated by
Contractor as a joint payee on the Contractor's
payment check(s).
In no event shall such approval and action obligate the
County to anyone other than the Contractor and the
Contractor shall remain responsible for fulfillment of
all contract obligations.
beneficiaries: Except as herein specifically provided
otherwise, this contract shall inure to the benefit of
and be binding upon the parties hereto and their
Indemnity and Insurance
Indemnification: The Contractor agrees to
indemnify and hold harmless the County and any of
their officers, agents and employees, from any claims
of third parties arising out or any act or omission of
the Contractor in connection with the performance of
this contract.
Insurance: During the term of the contract, the
Contractor at its sole cost and expense shall provide
commercial insurance of such type and with such
terms and limits as may be reasonably associated with
the contract. As a minimum, the Contractor shall
provide and maintain the following coverage and
limits:
(a) Worker's Compensation -The contractor
shall provide and maintain Worker's
Compensation Insurance as required by the
laws of North Carolina, as well as employer's
liability coverage with minimum limits of
$500,000.00, covering all of Contractor's
employees who are engaged in any work
under the contract. If any work is sublet, the
Contractor shall require the subcontractor to
provide the same coverage for any of his
employees engaged in any work under the
contract.
(b) Commercial General Liability -General
Liability Coverage on a Comprehensive Broad
General Terms and Conditions - (06/04) Page 1 of 5
Contract #68-1011
Orange Public Transportation -Medicaid
• Form on an occurrence basis in the minimum
amount of $1,000,000.00 Combined Single
Limit. (Defense cost shall be in excess of the
limit of liability.)
(c) Automobile -Automobile Liability Insurance,
to include liability coverage, covering all
owned, hired and non-owned vehicles used in
performance of the contract. The minimum
combined single limit shall be $500,000.00
bodily injury and property damage;
$500,000.00 uninsured/under insured
motorist; and $25,000.00 medical payment.
Providing and maintaining adequate insurance
coverage is a material obligation of the Contractor
and is of the essence of this contract. The Contractor
may meet its requirements of maintaining specified
coverage and limits by demonstrating to the County
that there is in force insurance with equivalent
coverage and limits that will offer at least the same
protection to the County. All such insurance shall
meet all laws of the State of North Cazolina. Such
insurance coverage shall be obtained from companies
at aze authorized to provide such coverage and that
e authorized by the Commissioner of Insurance to
do business in North Carolina. The Contractor shall
at-all times comply with the terms of such insurance
policies, and all requirements of the insurer under any
such insurance policies, except as they may conflict
with existing North Carolina laws or this contract.
The limits of coverage under each insurance policy
maintained by the Contractor shall not be interpreted
as limiting the contractor's liability and obligations
under the contract.
contract in a timely and proper manner, the County
shall have the right to terminate this contract by
giving written notice to the Contractor and specifying
the effective date thereof. In that event, all finished or
unfinished deliverable items prepazed by the
Contractor under this contract shall, at the option of
the County, become its property and the Contractor
shall be entitled to receive just and equitable
compensation for any satisfactory work completed on
such materials, minus any payment or compensation
previously made. Notwithstanding the foregoing
provision, the Contractor shall not be relieved of
liability to the County for damages sustained by the
County by virtue of the Contractor's breach of this
agreement, and the County may withhold any
payment due the Contractor for the purpose of setoff
until such time as the exact amount of damages due
the County from such breach can be determined. In
case of default by the Contractor, without limiting any
other remedies for breach available to it, the County
may procure the contract services from other sources
and hold the Contractor responsible for any excess
cost occasioned thereby. The filing of a petition for
bankruptcy by the Contractor shall be an act of default
under this contract.
Waiver of Default: Waiver by the County of any
default or breach in compliance with the terms of this
contract by the Provider shall not be deemed a waiver
of any subsequent default or breach and shall not be
construed to be modification of the terms of this
contract unless stated to be such in writing, signed by
an authorized representative of the County and the
Contractor and attached to the contract.
Default and Termination
Termination Without Cause: The County may
terminate this contract without cause by giving 30
days written notice to the Contractor. In that event,
all finished or unfinished deliverable items prepazed
by the Contractor under this contract shall, at the
option of the County, become its property and the
Contractor shall be entitled to receive just and
equitable compensation for any satisfactory work
completed on such materials, minus any payment or
~mpensation previously made.
Termination for Cause: If, through any cause, the
Contractor shall fail to fulfill its obligations under this
Availability of Funds: The parties to this contract
agree and understand that the payment of the sums
specified in this contract is dependent and contingent
upon and subject to the appropriation, allocation, and
availability of funds for this purpose to the County.
Force Majeure: Neither party shall be deemed to be
in default of its obligations hereunder if and so long
as it is prevented from performing such obligations by
any act of waz, hostile foreign action, nuclear
explosion, riot, strikes, civil insurrection, earthquake,
humcane, tornado, or other catastrophic natural event
or act of God.
General Terms and Conditions - (06/04) Page 2 of 5
Contract #68-1011
Orange Public Transportation -Medicaid
~urvival of Promises: All promises, requirements,
rms, conditions, provisions, representations,
guazantees, and warranties contained herein shall
survive the contract expiration or termination date
unless specifically provided otherwise herein, or
unless superseded by applicable Federal or State
statutes of limitation.
Intellectual Property Rights
Confidentiality: Any information, data, instruments,
documents, studies or reports given to or prepazed or
assembled by the Contractor under this agreement
shall be kept as confidential and not divulged or made
available to any individual or organization without the
prior written approval of the County. The Contractor
acknowledges that in receiving, storing, processing or
otherwise dealing with any confidential information it
will safeguard and not further disclose the information
except as otherwise provided in this contract.
Copyrights and Ownership of Deliverables: All
deliverable items produced pursuant to this contract
aze the exclusive property of the County. The
Contractor shall not assert a claim of copyright or
other property interest in such deliverables.
Federal Intellectual Property Bankruptcy
Protection Act: The Parties agree that the County
shall be entitled to all rights and benefits of the
Federal Intellectual Property Bankruptcy Protection
Act, Public Law 100-506, codified at 11 U.S.C. 365
(n) and any amendments thereto.
• Compliance with Applicable Laws
Compliance with Laws: The Contractor shall
comply with all laws, ordinances, codes, rules,
regulations, and licensing requirements that aze
applicable to the conduct of its business, including
those of federal, state, and local agencies having
jurisdiction and/or authority.
Equal Employment Opportunity: The Contractor
shall comply with all federal and State laws relating to
equal employment opportunity.
Health Insurance Portability and Accountability
Act (HIPAA): The Contractor agrees that, if the
County determines that some or all of the activities
within the scope of this contract are subject to the
Health Insurance Portability and Accountability Act
of 1996, P.L. 104-91, as amended ("HIPAA"), or its
implementing regulations, it will comply with the
HIPAA requirements and will execute such
agreements and practices as the County may require
ensure compliance.
Confidentiality
Oversight
Access to Persons and Records: The State Auditor
shall have access to persons and records as a result of
all contracts or grants entered into by State agencies
or political subdivisions in accordance with General
Statute 147-64.7. Additionally, as the State funding
authority, the Department of Health and Human
Services shall have access to persons and records as a
result of all contracts or grants entered into by State
agencies or political subdivisions.
Record Retention: Records shall not be destroyed,
purged or disposed of without the express written
consent of the County. The Department of Health and
Human Services' basic records retention policy
requires all records to be retained for a minimum of
three years following completion or termination of the
contract. If the contract is subject to Federal policy
and regulations, record retention will normally be
longer than three. yeazs since records must be retained
for a period of three years following submission of the
fmal Federal Financial Status Report, if applicable, or
three yeazs following the submission of a revised final
Federal Financial Status Report. Also, if any
litigation, claim, negotiation, audit, disallowance
action, or other action involving this contract has been
stazted before expiration of the three yeaz retention
period described above, the records must be retained
until completion of the action and resolution of all
issues which arise from it, or until the end of the
regulaz three yeaz period described above, whichever
is later.
Warranties and Certifications
Date and Time Warranty: The Contractor warrants
that the product(s) and service(s) fiunished pursuant
General Terms and Conditions - (06/04) Page 3 of 5
Contract #68-1011
Orange Public Transportation -Medicaid
this contract ("product" includes, without
Imitation, any piece of equipment, hazdwaze,
firmware, middlewaze, custom or commercial
softwaze, or internal components, subroutines, and
interfaces therein) that perform any date and/or time
data recognition function, calculation, or sequencing
will support a four digit year format and will provide
accurate date/time data and leap yeaz calculations.
This warranty shall survive the termination or
expiration of this contract.
Certification Regarding Collection of Taees: G.S.
143-59.1 bazs the Secretary of Administration from
entering into contracts with vendors that meet one of
the conditions of G.S. 105-164.8(b) and yet refuse to
collect use taxes on sales of tangible personal
property to purchasers in North Cazolina. The
conditions include: (a) maintenance of a retail
establishment or office; (b) presence of
representatives in .the State that solicit sales or
transact business on behalf of the vendor; and (c)
systematic exploitation of the mazket by media-
sisted, media-facilitated, ormedia-solicited means.
e Contractor certifies that it and all of its affiliates
(if any) collect all required taxes.
Severability: In the event that a court of competent
jurisdiction holds that a provision or requirement of
this contract violates any applicable law, each such
provision or requirement shall continue to be enforced
to the extent it is not in violation of law or is not
otherwise unenforceable and all other provisions and
requirements of this contract shall remain in full force
and effect.
Headings: The Section and Pazagraph headings in
these General Terms and Conditions aze not material
parts of the agreement and should not be used to
construe the meaning thereof.
Time of the Essence: Time is of the essence in the
performance of this contract.
Key Personnel: The Contractor shall not replace any
of the key personnel assigned to the performance of
this contract without the prior written approval of the
County. The term "key personnel" includes any and
all persons identified as such in the contract
documents and any other persons subsequently
identified as key personnel by the written agreement
of the parties.
Miscellaneous
Choice of Law: The validity of this contract and any
of its terms or provisions, as well as the rights and
duties of the parties to this contract, aze governed by
the laws of North Carolina. The Contractor, by
signing this contract, agrees and submits, solely for
matters concerning this Contract, to the exclusive
jurisdiction of the courts of North Cazolina and
agrees, solely for such purpose, that the exclusive
venue for any legal proceedings shall be Wake
County, North Carolina. The place of this contract
and all transactions and agreements relating to it, and
their situs and forum, shall be Wake County, North
Cazolina, where all matters, whether sounding in
contract or tort, relating to the validity, construction,
interpretation, and enforcement shall be determined.
Amendment: This contract may not be amended
ally or by performance. Any amendment must be
ade in written form and executed by duly authorized
representatives of the County and the Contractor.
Care of Property: The Contractor agrees that it shall
be responsible for the proper custody and Gaze of any
property furnished to it for use in connection with the
performance of this contract and will reimburse the
County for loss of, or damage to, such property. At
the termination of this contract, the Contractor shall
contact the County for instructions as to the
disposition of such property and shall comply with
these instructions.
Travel Ezpenses: Reimbursement to the Contractor
for travel mileage, meals, lodging and other travel
expenses incurred in the performance of this contract
shall not exceed the rates established in County
policy.
Sales/LTse Taz Refunds: If eligible, the Contractor
and all subcontractors shall: (a) ask the North
Cazolina Department of Revenue for a refund of all
sales and use taxes paid by them in the performance
ofthis contract, pursuantto G.S. 105-164.14; and (b)
exclude all refundable sales and use taxes from all
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Contract #68-1011
Orange Public Transportation -Medicaid
portable expenditures before the expenses are
ntered in their reimbursement reports.
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Advertising: The Contractor shall not use the award
of this contract as a part of any news release or
commercial advertising.
General Terms and Conditions - (06/04) Page 5 of 5
Contract #68-1011
Orange Public Transportation -Medicaid
• ATTACIBI~NT B
SCOPE OF WORK
Orange County Department of Social Services
Federal Taz Id. or SSN
Contract # 68-1011
A. CONTRACTOR INFORMATION
1. Contractor Agency Name: Orange Public Transportation
2. If different from Contract Administrator Information in General Contract:
Address Al Terry
600 Highway 86 North, Hillsborough, NC 27278
Telephone Number: (919 245-2002 Fax Number: Email:
3. Name of Program (s): Medicaid Transportation Program
4. Status: (~ Public ( )Private, Not for Profit ( )Private, For Profit
5. Contractor's Financial Reporting Year JulYl, 2007 through June 30, 2008
B. Explanation of Services to be provided and to whom (include SIS Service Code):
. The Contractor will provide transportation for eligible Medicaid clients to and from
medically necessary appointments. The Contractor is required to meet all goals and
outcomes listed in Attachment N.
C. Rate per unit of Service (define the unit):
1. If Standard Fixed Rate, Maximum Allowable, (See Rates for Services Chart)
2. Negotiated County Rate.
$12.75/one-way trip
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D. Number of units to be provided:
E. Details of Billing process and Time Frames; The County will reimburse the Contractor
for services described in this contract un to the budt;etarv limits of the contract. allotment.
For reimbursement, the Contractor must submit an original and two copies of an invoice
by the fifth of the month for the preceding month's expenditures to the designated County
Administrator. Expenditures for May and June must be estimated based on average
monthly expenditures year-to-date and reported by May 5, 2008. The County will
reimburse the Contractor monthl~pon receipt of a complete and correctly filed report.
Contract-Scope of Work (06/04)
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Contract #68-1011
Orange Public Transportation -Medicaid
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F. Area to be served/Delivery site(s): Orange County
(Signa re of ounty Authorized Person) ( gna re of Co rector)
~/~'~~ ~ ?
(Date Submitted) (Date Sub tted)
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Contract #68-1011
Orange Public Transportation -Medicaid
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ATTACHIVIENT C
CERTIFICATIONS AND ASSURANCES
Orange County Department of Social Services
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Orange Public Transportation has provided the North Cazolina Department of
Transportation with certain Annual Certifications and Assurances as set forth on that
certain document entitled "FEDERAL (FTA) AND STATE (NCDOT)
CERTIFICATIONS AND ASSURANCES FOR COMMUNITY TRANSPORTATION
PROGRAMS FISCAL YEAR 2007-2008." Said assurances are hereby incorporated into
this Contract by reference to the same.
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Contract #68-1011
Orange Public Transportation -Medicaid
• ATTAC~IlVIENT N
OUTCOMES AND REPORTING
Orange County Department of Social Services
By signing and submitting this document, the Contractor certifies that it agrees to the following:
1. The Contractor agrees to participate in program, fiscal and administrative monitoring and/or
audits, making records and staff time available to Federal, State and County staff.
2. The Contractor agrees to take necessary steps for corrective action, as negotiated within a
corrective action plan, for any items found to be out of compliance with Federal, State, and County
laws, regulations, standards and/or terms of the Contract.
3. The Contractor agrees that continuation of and/or renewal of this Contract is contingent on
meeting the following requirements. The Contractor agrees to:
A. Provide services to enrolled participants within three days of a request.
B. Provide critical services on short notice when requested.
C. Provide back-up drivers in case the assigned driver is not available.
D. Coordinate maintenance with private vendors to ensure vehicles are in safe operating
order.
E. Review the Transportation Database to ensure client eligibility.
F. Discuss the specific situation, and present evidence of cause, with the Department of
Social Services staff prior to termination of services for any client.
itl
Date
(Certification signature should be same as Contract signatture.)
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Outcomes (06/04) Page 1 of 1