HomeMy WebLinkAboutS Social Services - Home Health Solutions for In Home Aide to Eligible AdultsContract #68-2008
Home Health Solutions, Inc.
~- O
• Contract # 68-2008 Fiscal Year Begins July 1, 2007 Ends_June 30.2008
This contract is hereby entered into by .and between the Orange County Department of Social Services (the
"County") and Home Health Solutions, Inc. (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) Federal Certification Regarding Drug-Free Workplace (Attachment C)
(5) Conflict of Interest (Attachment D)
(6) No Overdue Taxes (Attachment E)
(7) Federal Certification Regarding Lobbying (Attachment G)
(8) Federal Certification Regarding Debarment (Attachment H)
(9) HIPAA Business Associate Addendum (Attachment I)
(10) Certification of Transportation (Attachment J)
(11) 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 Paragraph 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
$74,800. This amount consists of $74,800 in Federal, State and County funds (CFDA # ), $0
(source of other funds if applicable).
[ X ] a. There are no matching requirements from the Contractor.
j ] b. The Contractor's matching requirement is $ ,which shall consist of:
[ ] In-kind [ ]Cash
[ ]Cash and In-kind [ ]Cash and/or In-kind
Contract-General (06/04) Page 1 of 3
Contract #68-2008
Home Health Solutions, Inc.
The contributions from the Contractor shall be sourced from non-federal funds.
The total contract amount including any Contractor match shall not exceed $74,800.
~. 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 off ce 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:
C
IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS
Renee Bynum, Adult Services Supervisor Renee Bynum, Adult Services Supervisor
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) 245-2881
(919) 644-3005
b um co.oran e.nc.us
For the Contractor:
•
IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS
Gary Graham Gary Graham
Home Health Solutions, Inc. Home Health Solutions, Inc.
104 South Estes Drive 104 South Estes Drive
Suite 107 Suite 107
Chapel HiII, NC 27514 Chapel Hill, NC 27514
(919) 929-1322
Contract-General (06/04) Page 2 of 3
Contract #68-2008
Home Health Solutions, Inc.
9. Signature Warranty:
The undersigned represent and warrant that they are authorized to bind their principals to the terms of this
~greement.
The Contractor and the County have executed this contract in duplicate originals, with one original being retained
by each party.
HOME HEALTH SOLUTIONS, INC.
Signature
5. C~,~,rba.n
Printed N
ORANGE COUNTY
Signature
/.I il/C! "I~
rented Name
./~.~ /.~
Signature
Printed
Title
~~Z/'~
Date
//L~EGTO
Title
~?
D to
c
Title
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control
Act.
r ~ - r~-
of County Finance Officer
~~
Contract-General (06/04) Page 3 of 3
Contract #68-2008
Home Health Solutions, Inc.
ATTACHMENT 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.
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 subj ect to
all conditions of this contract. Only the subcontractors
~pecified in the contract documents are to be
considered approved upon award 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) Forward 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
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.
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 Compensatiop -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 #68-2008
Home Health Solutions, Inc.
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 Carolina. Such
insurance coverage shall be obtained from companies
that are authorized to provide such coverage and that
~re 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 Cazolina 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.
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 prepared
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.
Termination for Cause: If, through any cause, the
Contractor shall fail to fulfill its obligations under this
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 prepared 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.
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,
hurricane, tornado, or other catastrophic natural event
or act of God.
General Terms and Conditions - (06/04) Page 2 of 5
Contract #68-2008
Home Health Solutions, Inc.
Survival of Promises: All promises, requirements,
~erms, conditions, provisions, representations,
guarantees, 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 prepared 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 are
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
~to 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 shah 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 temunation of the
contract. If the contract is subject to Federal policy
and regulations, record retention will normally be
longer than three years since records must be retained
for a period of three years following submission of the
fmal Federal Financial Status Report, if applicable, or
three years 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
started before expiration of the three year 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
regular three year 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 #68-2008
Home Health Solutions, Inc.
to this contract ("product" includes, without
imitation, any piece of equipment, hazdwaze,
firmware, middlewaze, custom or commercial
software, 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 year calculations.
This warranty shall survive the termination or
expiration of this contract.
Certification Regarding Collection of Taxes: 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 Carolina. 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 market by media-
assisted, media-facilitated, ormedia-solicited means.
~'he 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 are 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 Cazolina. The Contractor, by
signing this contract, agrees and submits, solely for
matters concerning this Contract, to the exclusive
jurisdiction of the courts of North Cazoiina 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
Carolina, 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
orally or by performance. Any amendment must be
~inade 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 care 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 Expenses: 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/Use Tax Refunds: If eligible, the Contractor
and all subcontractors shall: (a) ask the North
Carolina Department of Revenue for a refund of all
sales and use taxes paid by them in the performance
of this contract, pursuant to G.S. 105-164.14; and (b)
exclude all refundable sales and use taxes from all
General Terms and Conditions - (06/04) Page 4 of 5
Contract #68-2008
Home Health Solutions, Inc.
reportable expenditures before the expenses are
~ntered in their reimbursement reports.
J
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 #68-2008
Home Health Solutions, Inc.
ATTACHNIIrNT B
SCOPE OF WORK
Orange County Department of Social Services
Federal Taz Id. or SSN '
Contract # 68-2008
A. CONTRACTOR INFORMATION
1. Contractor Agency Name: Home Health Solutions Inc.
2. If different from Contract Administrator Information in General Contract:
Address la~i ~ ~s~s DR, ~w-~-~. 1~ ~
CJIr, ~ 11 r.T ~ a ~sl H
Telephone Number: ~19-g2°t - l322 Fax Number: g- 3S Email:
3. Name of Program (s): In-Home Services
4. Status: ( )Public ( )Private, Not for Profit (X) Private, For Profit
5. Contractor's Financial Reporting Year July 1, 2007 through June 30, 2008
B. Explanation of Services to be provided and to whom (include SIS Service Code):
The Contractor will provide employees to perform in-home services for the
Department of Social Services' clients at the level amount and frequency specified by
the social worker in the In Home Aide Services Plan (SIS Code 042) The Contractor
willprovide Level II Home Management and Level III Personal Care. _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)
$14.40/hour
2. Negotiated County Rate.
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 up to the budge, tarn limits of the contract allotment.
The County ~=rill reimburse the Contractor at a rate of $14 40/hour for approved services
provided 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 Mav and June must be estimated
• based on average monthly expenditures year-to-date and reported by Mav 5, 2008. The
Contract-Scope of Work (06/04) Page lof 2
Contract #68-2008
Home Health Solutions, Inc.
County will reimburse the Contractor monthly upon receipt of a complete and correctly
filed report
F. Area to be served/Delivery site(s): Orange County
(Signature of County Authorized Person) (Signat of Contractor)
~ jZ~ 12~~7
(Date Submitted) (Date Submitted)
•
•
Contract-Scope of Work (06/04) Page 2of 2
Contract #68-2008
Home Health Solutions, Inc.
ATTACHMENT C
CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS
Orange County Department of Social Services
I. By execution of this Agreement the Contractor certifies that it will provide adrug-free
workplace by:
A. Publishing a statement notifying employees that the unlawful manufacture, distribution,
dispensing, possession or use of a controlled substance is prohibited in the Contractor's
workplace and specifying the actions that will be taken against employees for violation of
such prohibition;
B. Establishing adrug-free awareness program to inform employees about:
(1) The dangers of drug abuse in the workplace;
(2) The Contractor's policy of maintaining a drug-free workplace;
(3) Any available drug counseling, rehabilitation, and employee assistance programs; and
(4) The penalties that may be imposed upon employees for drug abuse violations
occurring in the workplace;
C. Making it a requirement that each employee be engaged in the performance of the
agreement be given a copy of the statement required by paragraph (A);
D. Notifying the employee in the statement required by paragraph (A) that, as a condition of
employment under the agreement, the employee will:
(1) Abide by the terms of the statement; and
(2) Notify the employer of any criminal drug statute conviction for a violation occurring
in the workplace no later than five days after such conviction;
E. Notifying the County within ten days after receiving notice under subparagraph (D)(2)
from an employee or otherwise receiving actual notice of such conviction;
F. Taking one of the following actions, within 30 days of receiving notice under
subparagraph (D)(2), with respect to any employee who is so convicted:
(1) Taking appropriate personnel action against such an employee, up to and including
termination; or
(2) Requiring such employee to participate satisfactorily in a drug abuse assistance or
rehabilitation program approved for such purposes by a Federal, State, or local health,
law enforcement, or other appropriate agency; and
Making a good faith effort to continue to maintain adrug-free workplace through implementation
of paragraphs (A), (B), (C), (D), (E), and (F).
•
Federal Certification -Drug-Free Workplace (06/04) Page 1 of 2
Contract #68-2008
Home Health Solutions, Inc.
• II. The site(s) for the performance of work done in connection with the specific agreement are
_i_(2_~c.7~O 1L.
Signature Title
listed below:
1. 1~y s. c sus ~2. sw k- !~~
(Street address)
( ity, county, state, zip code}
2.
(Street address)
(City, county, state, zip code)
Contractor will inform the County of any additional sites for performance of work under this
agreement.
False certification or violation of the certification shall be grounds for suspension of payment,
suspension or termination of grants, or government-wide Federal suspension or debarment
(Section 4 CFR Part 85, Section 85.615 and 86.620).
~'}' fl ~wE ~~~L.'~-! ~d c..ca ~ c~-v~ ,:t~.rc. Co ~ 2t / ?-~~'7
Agency/Organization Date
(Certification signature should be same as Contract signature.)
~.
Federal Certification -Drug-Free Workplace (Ob/04) Page 2 of 2
Contract #68-2008
Home Health Solutions, Inc.
• ATTACHMENT D
CONFLICT OF INTEREST POLICY
Orange County Department of Social Services
Conflict of Interest Defined:
A conflict of interest is defined as an actual or perceived interest by a (Contractor/staff
memberBoazd member) in an action that results in, or has the appearance of resulting in,
personal, organizational, or professional gain. A conflict of interest occurs when an
employee/ContractorBoazd member has a direct or fiduciary interest in another
relationship. A conflict of interest could include:
- Ownership with a member of the Boazd of Directors/Trustees or an employee
where one or the other has supervisory authority over the other or with a client
who receives services.
- Employment of or by a member of the Board of Directors/Trustees or an
employee where one or the other has supervisory authority over the other or
with a client who receives services.
- Contractual relationship with a member of the Board of Directors/Trustees or
an employee where one or the other has supervisory authority over the other or
with a client who receives services.
- Creditor or debtor to a member of the Board of Directors/Trustees or an
employee where one or the other has supervisory authority over the other or
with a client who receives services.
- Consultative or consumer relationship with a member of the Boazd of
Directors/Trustees or an employee where one or the other has supervisory
authority over the other or with a client who receives services.
The defmition of conflict of interest includes any bias or the appearance of bias in a
decision-making process that would reflect a dual role played by a member of the
organization or group. An example, for instance, might involve a person who is an
employee and a Board member, or a person who is an employee and who hires
family members as consultants.
Employee/ContractorBoard Member Responsibilities:
It is in the interest of the organization, individual staff, and Board members to strengthen
trust and confidence in each other, to expedite resolution of problems, to mitigate the
effect and to minimize organizational and individual stress that can be caused by a
conflict of interest.
Employees are to avoid any conflict of interest, even the appearance of a conflict of
interest. This organization serves the community as a whole rather than only serving a
special interest group. The appearance of a conflict of interest can cause embarrassment
to the organization and jeopazdize the credibility of the organization. Any conflict of
interest, potential conflict of interest, or the appearance of a conflict of interest is to be
reported to your supervisor immediately. Employees aze to maintain independence and
objectivity with clients, the community, and organization. Employees are called to
Conflict of Interest Policy (Ob/04) Page 1 of 3
Contract #68-2008
Home Health Solutions, Inc.
maintain a sense of fairness, civility, ethics and personal integrity even though law,
regulation, or custom does not require them.
Acceptance of Gifts:
Employees, members of employee's immediate family, and members of the Board are
prohibited from accepting gifts, money or gratuities from the following:
a. Persons receiving benefits or services from the organization;
b. Any person or organization performing or seeking to perform services under
contract with the organization; and
c. Persons who are otherwise in a position to benefit from the actions of any
employee of the organization.
Employees may, with the prior written approval of their supervisor, receive honoraria for
lectures and other such activities while on personal days, compensatory time, annual
leave, or leave without pay. If the employee is acting in any official capacity, honoraria
received by an employee in connection with activities relating to employment with the
organization are to be paid to the organization.
NOTARIZED CONFLICT OF INTEREST POLICY
•
•
State of North Carolina
County of Orange
I, Notary Public for said County and State,
certify that
~~~ ~ ' `~~ ~ ~'~ personally appeared before me this da and
Y
acknowledged the/she is ~~~~[ ~ r of
and by that authority duly given and as the act of the corporation, affirmed that the
foregoing Conflict of Interest Policy was adopted by the Board of Directors in a meeting
held on the day of ,
Sworn to and subscribed before me tlday of ~~~ ~
Conflict of Interest Policy (06!04)
Page 2 of 3
Contract #68-2008
'` Home Health Solutions, Inc.
(Official Seal)
Notary Public
My Commission expires / U \~ ~~ , 20v ~/
Attached is the Conflict of Interest Policy for: Home Health Solutions, Inc.
Signa f Corporation Official
C7
C~
Conflict of Interest Policy (06/04) Page 3 of 3
Contract #68-2008
Home Health Solutions, Tnc.
• ATTACHMENT E
OVERDUE TAXES
Orange County Department of Social Services
June 21, 2007
To: Orange County Department of Social Services
Certification:
I certify that Home Health Solutions, Inc. does not have any overdue tax debts, as defined
by N.C.G.S. 105-243.1, at the federal, State, or local level. I further understand that any
person who makes a false statement in violation of N.C.G.S. 143-6.2(b2) is guilty of a
criminal offense punishable as provided by N.C.G.S. 143-34(b).
Sworn Statement:
S ~s~(~+iFL~ ,being duly sworn, say that I am the ~ ~ ~ of
Hom ealth Solutions, Inc. of Chapel Hill in the State of North Carolina; and that the
. foregoing certification is true, accurate and complete to the best of my knowledge and
was made and subscribed by me. I also acknowledge and understand that any misuse of
State funds will be reportedgto~the appropriate authorities for further action.
o ~ JJ
Director
Sworn to and subscribed before me on the day of the date of said certification.
otary Signature and Seal)
My Commission Expires:
Overdue Taxes - (06/04) Page 1 of 1
Contract #68-2008
Home Health Solutions, Inc.
ATTACHMENT G
CERTIFICATION REGARDING LOBBYING
Orange County Department of Social Services
The undersigned certifies, to the best of his or her knowledge and belief, that:
1. No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned,
to any person for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with the awarding of any Federal contract, continuation, renewal,
amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with this Federally funded contract, grant, loan, or cooperative agreement, the
undersigned shall complete and submit Standard Form SF-LLL, "Disclosure of
Lobbying Activities," in accordance with its instructions.
3. The undersigned shall require that the language of this certification be included in the award
document for subawards at all tiers (including subcontracts, subgrants, and contracts under grants,
• loans, and cooperative agreements) who receive federal funds of $100,000.00 or more and that all
subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for making
or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who
fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00
and not more than $100,000.00 for each such failure.
Q bl
Signatur
1~ i N-{.~p /tom
Title
~ChVE ~r~tL~ ~C.c.~,T7C~J t ~rlG
Agency/Organization
~P~21I2~?
Date
(Certification signature should be same as Contract signature.)
•
Federal Certification -Lobbying (06/04) Page 1 of 1
Contract #68-2008
Home Health Solutions, Inc.
ATTACHMENT H
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY
AND VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS
Orange County Department of Social Services
Instructions for Certification
1. By signing and submitting this proposal, the prospective lower tier participant is
providing the certification set out below.
2. The certification in this clause is a material representation of the fact upon which
reliance was placed when this transaction was entered into. If it is later determined that
the prospective lower tier participant knowingly rendered an erroneous certif cation, in
addition to other remedies available to the Federal Government, the department or agency
with which this transaction originated may pursue available remedies, including
suspension and/or debarment.
3. The prospective lower tier participant will provide immediate written notice to the
person to which the proposal is submitted if at any time the prospective lower tier
participant learns that its certification was erroneous when submitted or has become
erroneous by reason of changed circumstances.
• 4. The terms "covered transaction " "debarred " "sus ended " "ineli ible " "lowe tier
P g ~ r
covered transaction," "participant," "person," "primary covered transaction," "principal,"
"proposal," and "voluntarily excluded," as used in this clause, have the meanings set out
in the Definitions and Coverage sections of rules implementing Executive Order 12549.
You may contact the person to which this proposal is submitted for assistance in
obtaining a copy of those regulations.
5. The prospective lower tier participant agrees by submitting this proposal that, should
the proposed covered transaction be entered into, it shall not knowingly enter any lower
tier covered transaction with a person who is debarred, suspended, determined ineligible
or voluntarily excluded from participation in this covered transaction unless authorized by
the department or agency with which this transaction originated.
6. The prospective lower tier participant further agrees by submitting this proposal that
it will include this clause titled "Certification Regarding Debarment, Suspension,
Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction," without
modification, in all lower tier covered transactions and in all solicitations for lower tier
covered transactions.
7. A participant in a covered transaction may rely upon a certification of a prospective
participant in a lower tier covered transaction that it is not debarred, suspended,
• ineligible, or voluntarily excluded from covered transaction, unless it knows that the
certification is erroneous. A participant may decide the method and frequency of which it
Federal Certification -Debarment (06/04) Page 1 of 2
Contract #68-2008
Home Health Solutions, Inc.
• determines the eligibility of its principals. Each participant may, but is not required to,
check the Nonprocurernent List.
8. Nothing contained in the foregoing shall be construed to require establishment of a
system of records in order to render in good faith the certification required by this clause.
The knowledge and information of a participant is not required to exceed that which is
normally possessed by a prudent person in the ordinary course of business dealings.
9. Except for transactions authorized in pazagraph 5 of these instructions, if a
participant in a covered transaction knowingly enters into a lower tier covered transaction
with a person who is suspended, debarred, ineligible, or voluntarily excluded from
participation in this transaction, in addition to other remedies available to the Federal
Government, the department or agency with which this transaction originated may pursue
available remedies, including suspension, and/or debarment.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -
Lower Tier Covered Transactions
(1) The prospective lower tier participant certifies, by submission of this proposal, that
neither it nor its principals is presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this transaction by any
Federal department or agency.
(2) Where the prospective lower tier participant is unable to certify to any of the
statements in this certification, such prospective participant shall attach an explanation to
this proposal.
1 ~ ~ , ~ ~"~Cca^0 K,
Signature Title
Agency/Organization Date
(Certification signature should be same as Contract signature.)
C7
Federal Certification -Debarment (06/04) Page 2 of 2
Contract #68-2008
Home Health Solutions, Inc.
ATTACHMENT I
BUSINESS ASSOCIATE ADDENDUM
Orange County Department of Social Services
This Agreement is made effective the ~ day ofTu,nre, , 200, by and between Orange
County ("Covered Entity") and Home Health Solutions, Inc. ("Business Associate") (collectively
the "Parties").
1. BACKGROUND
a. Covered Entity and Business Associate are parties to a contract entitled #68-2008 (the
"Contract"), whereby Business Associate agrees to perform certain services for or on
behalf of Covered Entity.
b. Covered Entity is an organizational unit of Orange County (the "County") that has been
designated in whole or in part by the County as a health care component for purposes of
the HIPAA Privacy Rule.
c. The relationship between Covered Entity and Business Associate is such that the Parties
believe Business Associate is or may be a "business associate" within the meaning of the
HII'AA Privacy Rule.
d. The Parties enter into this Business Associate Addendum to the Contract with the
• intention of complying with the H1PAA Privacy Rule provision that a covered entity may
disclose protected health information to a business associate, and may allow a business
associate to create or receive protected heath information on its behalf, if the covered
entity obtains satisfactory assurances that the business associate will appropriately
safeguard the information.
2. DEFINITIONS
Unless some other meaning is clearly indicated by the context, the following terms shall have the
following meaning in this Agreement:
a. "HIPAA" means the Administrative Simplification Provisions, Sections 261 through 264,
of the federal Health Insurance Portability and Accountability Act of 1996, Public Law
104-191.
b. "Individual" shall have the same meaning as the term "individual" in 45 CFR160.103 and
shall include a person who qualifies as a personal representative in accordance with 45
CFR 164.502(8).
c. "Privacy Rule" shall mean the Standards for Privacy of Individually Identif able Health
Information at 45 CFR part 160 and part 164, subparts A and E.
d. "Protected Health Information" shall have the same meaning as the term "protected
health information" in 45 CFR 160.103, limited to the information created or received by
Business Associate from or on behalf of Covered Entity.
e. "Required By Law" shall have the same meaning as the term "required by law" in 45
CFR 164.103.
Contract-HIPAA (06/04) Page 1 of 4
Contract #68-2008
Home Health Solutions, Inc.
f. Unless. otherwise defined in this Agreement, terms used herein shall have the same
meaning as those terms have in the Privacy Rule.
3. OBLIGATIONS OF BUSINESS ASSOCIATE
a. Business Associate agrees to not use or disclose Protected Health Information other than
as permitted or required by this Agreement or as Required By Law.
b. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of
the Protected Health Information other than as provided for by this Agreement.
c. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is
known to Business Associate of a use or disclosure of Protected Health Information by
Business Associate in violation of the requirements of this Agreement.
d. Business Associate agrees to report to Covered Entity any use or disclosure of the
Protected Health Information not provided for by this Agreement of which it becomes
aware.
e. Business Associate agrees to ensure that any agent, including a subcontractor, to whom it
provides Protected Health Information received from, or created or received by Business
Associate on behalf of Covered Entity agrees to the same restrictions and conditions that
apply through this Agreement to Business Associate with respect to such information.
f. Business Associate agrees to provide access, at the request of Covered Entity, to
Protected Health Information in a Designated Record Set to Covered Entity or, as
. directed by Covered Entity, to an Individual in order to meet the requirements under 45
CFR 164.524.
g. Business Associate agrees, at the request of the Covered Entity, to make any
amendment(s) to Protected Health Information in a Designated Record Set that the
Covered Entity directs or agrees to pursuant to 45 CFR 164.526.
h. Unless otherwise prohibited by law, Business Associate agrees to make internal practices,
books, and records, including policies and procedures and Protected Health Information,
relating to the use and disclosure of Protected Health Information received from, or
created or received by Business Associate on behalf of Covered Entity, available to the
Covered Entity, for purposes of determining. Covered Entity's compliance with the
Privacy Rule.
i. Business Associate agrees to document such disclosures of Protected Health Information
and information related to such disclosures as would be required for Covered Entity to
respond to a request by an Individual for an accounting of disclosures of Protected Health
Information in accordance with 45 CFR 164.528, and to provide this information to
Covered Entity or an Individual to permit such a response.
•
Contract-HIPAA (06/04) Page 2 of 4
Contract #68-2008
Home Health Solutions, Inc.
[~
•
4. PERMITTED USES AND DISCLOSURES
a. Except as otherwise limited in this Agreement or by other applicable law or agreement, if
the Contract permits, Business Associate may use or disclose Protected Health
Information to perform functions, activities, or services for, or on behalf of, Covered
Entity as specified in the Contract; provided that such use or disclosure:
1) would not violate the Privacy Rule if done by Covered Entity; or
2) would not violate the minimum necessary policies and procedures of the Covered
Entity.
b. Except as otherwise limited in this Agreement or by other applicable law or agreements,
if the Contract permits, Business Associate may use Protected Health Information as
necessary for the proper management and administration of the Business Associate or to
carry out the legal responsibilities of the Business Associate.
c. Except as otherwise limited in this Agreement or by other applicable law or agreements,
if the Contract permits, Business Associate may disclose Protected Health Information
for the proper management and administration of the Business Associate, provided that:
1) disclosures aze Required By Law; or
2) Business Associate obtains reasonable assurances from the person to whom the
information is disclosed that it will remain confidential and will be used or further
disclosed only as Required By Law or for the purpose for which it was disclosed to
the person, and the person notifies the Business Associate of any instances of which
it is aware in which the confidentiality of the information has been breached.
d. Except as otherwise limited in this Agreement or by other applicable law or agreements,
if the Contract permits, Business Associate may use Protected Health Information to
provide data aggregation services to Covered Entity as permitted by 45 CFR
164.504(e)(2)(i)(B).
e. Notwithstanding the foregoing provisions, Business Associate may not use or disclose
Protected Health Information if the use or disclosure would violate any term of the
Contract or other applicable law or agreements.
5. TERM AND TERMINATION
a. Term. This Agreement shall be effective as of the effective date stated above and shall
terminate when the Contract terminates.
b. Termination for Cause. Upon Covered Entity's knowledge of a material breach by
Business Associate, Covered Entity may, at its option:
1) Provide an opportunity for Business Associate to cure the breach or end the
violation, and terminate this Agreement and services provided by Business
Associate, to the extent permissible by law, if Business Associate does not cure the
breach or end the violation within the time specified by Covered Entity;
2) Immediately terminate this Agreement and services provided by Business Associate,
to the extent permissible by law; or
•
Contract-HIPAA (06/04)
Page 3 of 4
Contract #68-2008
Home Health Solutions, Inc.
i•
3) If neither termination nor cure is feasible, report the violation to the Secretary as
provided in the Privacy Rule.
c. Effect of Termination.
1) Except as provided in paragraph (2) of this section or in the Contract or by other
applicable law or agreements, upon termination of this Agreement and services
provided by Business Associate, for any reason, Business Associate shall return or
destroy all Protected Health Information received from Covered Entity, or created or
received by Business Associate on behalf of Covered Entity. This provision shall
apply to Protected Health Information that is in the possession of subcontractors or
agents of Business Associate. Business Associate shall retain no copies of the
Protected Health Information.
2) In the event that Business Associate determines that returning or destroying the
Protected Health Information is not feasible, Business Associate shall provide to
Covered Entity notification of the conditions that make return or destruction not
feasible. Business Associate shall extend the protections of this Agreement to such
Protected Health Information and limit further uses and disclosures of such
Protected Health Information to those purposes that make the return or destruction
infeasible, for so long as Business Associate maintains such Protected Health
Information.
•
6. GENERAL TERMS AND CONDITIONS
a. This Agreement amends and is part of the Contract.
b. Except as provided in this Agreement, all terms and conditions of the Contract shall
remain in force and shall apply to this Agreement as if set forth fully herein.
c. In the event of a conflict in terms between this Agreement and the Contract, the
interpretation that is in accordance with the Privacy Rule shall prevail. In the event that a
conflict then remains, the Contract terms shall prevail so long as they are in accordance
with the Privacy Rule.
d. A breach of this Agreement by Business Associate shall be considered sufficient basis for
Covered Entity to terminate the Contract for cause.
•
.~
Signatur
0J~E ~~ R
Title
('~0/ry~c ~AL~I-l St~CulT7uiJ1,3r.lC~ ~o ~Zll?~~7
Agency/Organization Date
(Certification signature should be same as Contract signature.)
Contract-HIl'AA (06/04)
Page 4 of 4
Contract #68-2008
Home Health Solutions, Inc.
i•
ATTACIrIMENT J
CERTIFICATION REGARDING TRANSPORTATION
Orange County Department of Social Services
By execution of this Agreement the Contractor certifies that it will provide safe client
transportation by:
1. Insuring that all drivers (including employees, contractors, contractor's employees, and
volunteers) shall be at least 18 years of age;
2. Insuring that all drivers (including employees, contractors, contractor's employees, and
volunteers) shall be licensed to operate the specific vehicle used in transporting clients in
accordance with Chapter 20-7 of the General Statutes of North Carolina and the Division
of Motor Vehicle requirements;
3. Insuring that all vehicles used to transport clients shall have valid State registrations and
State inspection stickers;
4. Insuring that all vehicles transporting clients shall have at least the minimum level of
liability insurance appropriate for the type of vehicle;
•
•
5. Insuring that the contractor shall have written policies and procedures regarding how
drivers handle and report client emergencies and/or vehicle crashes involving clients to
contractor and how contractor notifies the Orange County Department of Social Services
~.
Signature
~~CTd 1Z
Title
~~M E ~~-~ ~~ c.u; snrr
Agency/Organization
(~~F 2 c7 c~~
Date
(Certification signature should be same as Contract signature.)
Transportation Certification (03/06)
Page 1 of 1
Contract #68-2008
Home Health Solutions, Inc.
ATTAC)EIlVIENT 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 employees to perform in-home services for the County's clients, at the level,
amount and frequency specified by the social worker in the In-Home Aide Service Plan.
B. Provide verification, upon request, that the selected employee has been properly
licensed and trained and is qualified to perform assigned tasks.
C. Assign employees to clients according to the clients' needs and the employees' abilities
and experience.
D. In a timely manner, provide the County with information on significant changes in the
clients' conditions or situations.
E. Assure that the client is treated with dignity and respect, assist in protecting the client's
assets and possessions, and assure confidentiality of client's circumstances.
F. Allow aides to provide transportation, within reason, for both medical and personal
reasons.
G. Provide care at Level II as appropriate to the needs of the client.
H. Maintain all financial and program records for a period of three years from the date of
final payment under this agreement for inspection by the County, the Area Agency on
Aging and the Comptroller General of the United States, or any of their duly authorized
representatives. If any claim, litigation, negotiation, audit or other action involving the
Contractor's records has been started before the expiration of the three-year period, the
records must be retained until completion of the action and resolution of all issues that
arise from it.
I. Protective Service In-Home Aide requests are to be staffed within 24 hours and the
hours to be worked are to be strictly adhered to. Referral acceptance by the Contractor
is conditional on worker availability. The Contractor will notify the County within two
hours if the request cannot be honored.
J. High Risk In-Home Aide Service requests are to be staffed within five days. All other
requests are to be filled within ten working days of the request.
K. Changes in the service hours are to be made by the County. Requests for changes may
be made by the Contractor, but are not finalized until notification is given by the
County.
LJ
Outcomes (06/04) Page 1 of 2
Contract #68-2008
Home Health Solutions, Inc.
L. The Contractor will immediately notify the County when Protective Services Cases aze
not staffed, when In-Home Aide workers are absent, and/or when any of the following
occur:
a. The client dies.
b. The client enters a rest home, nursing home, or hospital.
c. The client moves from the original address on the request.
d. The client refuses to accept the services or to comply with care requirements.
e. There are significant factors that affect the client or significant changes in a
client's situation.
Signature
~M~ 4'}~t_-~ ~~ Lu'~ yN J
Agency/Organization
~.
Title
Date
• (Certification signature should be same as Contract signature.)
•
Outcomes (06/04) Page 2 of 2