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HomeMy WebLinkAboutS Social Services - Arcadia Health Care for In Home Elegible AdultsContract #68-2005 Arcadia Health Services, Inc. • Contract # 68-2005 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 Arcadia Health Services, 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 Regazding 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 Regazding 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 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 $60,500. This amount consists of $60,500 in Federal, State and County funds (CFDA # ), $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 Contract-General (06/04) Page 1 of 3 Contract #68-2005 Arcadia Health Services, Inc. The contributions from the Contractor shall be sourced from non-federal funds. The total contract amount including any Contractor match shall not exceed $60,500. Reportin Re uirements: g 4 Contractor shall comply with audit requirements as described inN.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 Parry 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 Parry 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 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 Taza Ward Tara Wazd Arcadia Health Services, Inc. Arcadia Health Services, Inc. 26777 Central Pazk Blvd. 26777 Central Park Blvd. Suite 200 Suite 200 Southfield, MI 48076 Southfield, MI 48076 1 (800) 733-8427 Contract-General (06/04) Page 2 of 3 Contract #68-2005 Arcadia Health Services, Inc. 9. Signature Warranty: undersigned represent and warrant that they are authorized to bind their principals to the terms of this ~eement. The Contractor and the County have executed this contract in duplicate originals, with one original being retained by each party. ~~/~~ INC. Signature ,(U LQLG Cath S arlin Vice President of Administrative Services Printed Name Title ORANGE COUNTY Signature ~/ AiG~ ~S, ted Name C Signature ~~ Printed Name Title (~(Q~ Date CHAIR, ORANGE COUNTY naRn nG l'neeee,co~n.~~., This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. ~` __ ~/~~ Signature of County Finance Officer • x/19 ~7 Date ~//1~ Contract-General (06/04) Page 3 of 3 Contract #68-2005 Arcadia Health Services, 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. 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 conditions of this contract. Only the subcontractors ~cified 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. ~neficiaries: 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 #68-2005 Arcadia Health Services, 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 Cazolina. Such insurance coverage shall be obtained from companies ~t are authorized to provide such coverage and that authorized by the Commissioner of Insurance to do business in North Cazolina. 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. 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 incompliance 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, hurricane, tornado, or other catastrophic natural event or act of God. General Terms and Conditions - (06/04) Page 2 of 5 Contract #68-2005 Arcadia Health Services, Inc. rvival of Promises: All promises, requirements, ~s, 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 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 aze subject to the Health Insurance Portability and Accountability Act of 1996, P.L. 104-91, as amended ("H1PAA"), 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 final 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 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) furnished pursuant General Terms and Conditions - (06/04) Page 3 of 5 Contract #68-2005 Arcadia Health Services, Inc. this contract ("product" includes, without 'tation, any piece of equipment, hazdwaze, waze, 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 yeaz 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 bars 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 market by media- rsted, 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 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 Cazolina and agrees, solely for such purpose, that the exclusive venue for any legal proceedings shall be Wake County, North Cazolina. 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 ly or by performance. Any amendment must be e 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 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/Use 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 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 #68-2005 Arcadia Health Services, Inc. ortable expenditures before the expenses are ~ered in their reimbursement reports. Advertising: The Contractor shall not use the awazd of this contract as a part of any news release or commercial advertising. • General Terms and Conditions - (06/04) Page 5 of 5 Contract #68-2005 Arcadia Health Services, Inc. ATTACIIIVIVIENT B SCOPE OF WORK Orange County Department of Social Services Federal Taz Id. or 5SN ~~ Contract # 68-2005 A. CONTRACTOR INFORMATION 1. Contractor Agency Name: Arcadia Health Services. Inc. 2. If different from Contract Administrator Information in General Contract: Address Sheena Dickey 101 North Third Street, Mebane NC 27302 Telephone Number: (919) 304-2004 Fax Number: Email: 3. Name of Program (s): In-Home Services 4. Status: ( )Public ( )Private, Not for Profit (~ 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 emnloyees to perform in-home services for the Department of Social Services' clients at the level amount and freauency syecified by the social worker in the In-Home Aide Services Plan. (SIS Code 042) The Contractor will~rovide Level II Home Manayement and Level III Personal Care. The Contractor is required to meet all Qoals 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 u~ to the budgetary limits of the contract allotment. The County will reimburse the Contractor at a rate of $14.40/hour for apuroved services provided For reimbursement the Contractor must submit an original and two conies 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 #68-2005 Arcadia Health Services, Inc. County will reimburse the Contractor monthly upon receipt of a complete and correctly filed report. F. Area to be served/Delivery site(s): Oran a Coun (Signature ounty Authorized Person) (Signature Contrac r) ~l ~l 7 Co ~~07 (Date Submitted) (Date Submitted) • • Contract-Scope of Work (06/04) Page 2of 2 • Contract #b8-2005 Arcadia Health Services, Inc. ATTACHMENT C CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS Orange County Department of Social Services 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 pazagraph (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 na 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, ar other appropriate agency; and Making a good faith effort to continue to maintain adrug-free workplace through implementation of P~~P~ (A), ~), {C), ~), CE)~ and (F). Federal Certification -Drug-Free Workplace (06/04) Page 1 of 2 Contract #68-2005 Arcadia Health Services, Inc. II. The site(s) for the performance of work done in connection with the specific agreement aze listed below: 1. 101 North Third Street (Street address) Mebane North Cazolina 27302 (City, 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). Vice President of Administrative Services Signature Title Arcadia Health Care Agency/Organization ~ ~~ Date (Certification signature should be same as Contract signature.) • Federal Certification -Drug-Free Workplace (06/04) Page 2 of 2 Contract #68-2005 Arcadia Health Services, Inc. • ATTACIBVIVIENT D CONFLICT OF INTEREST POLICY Orange County Deparkment 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 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. - 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 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. The defmition of conflict of interest includes any bias or the appeazance 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 aze 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 appeazance of a conflict of interest can cause embarrassment to the organization and jeopardize 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 are to maintain independence and objectivity with clients, the community, and organization. Employees are called to Conflict of Interest Policy (06/04) Page I of 3 Contract #68-2005 Arcadia Health Services, 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 Boazd aze 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 aze 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 aze to be paid to the organization. NOTARIZED CONFLICT OF INTEREST POLICY State of North Cazolina County of Orange I, ~rj q rC] lll1Q f~1 ,Notary Public for said County and State, certify that C 0~`~'k1~~~~) ~ Yl{~ personally appeazed before me this day and acknowledged that he/she is ~ J-C~ 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 r~ ~ ,~~ Sworn to and subscribed before me this day of ~~12~ ~~~~ • Conflict of Interest Policy (06/04) Page 2 of 3 Notary Public • • ~~,8rac~~efi OOUNTY(3FWA~ .~eof~ ern ~~-~~ (Official Seal) Contract #68-2005 Arcadia Health Services, Inc. My Commission expires -~ -~~ } ~ 1 c? ~ , 20 ~/ Attach 'the Confl ct Interest Policy for: Arcadia Health Services, Inc. f Signature of oration O cial Conflict of Interest Policy (06/04) Page 3 of 3 Contract #68-2005 Arcadia Health Services, Inc. • ATTACH1ViENT E OVERDUE TAXES Orange County Department of Social Services June 21, 2007 To: Orange County Department of Social Services Certification: I certify that Arcadia Health Services, 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: Cathy Spazlin~?, being duly sworn, say that I am the VP of Administrative Services of Arcadia Health Services, Inc. of in the State of North Cazolina; and that the foregoing certification is true, accurate and complete to the best of my knowledge and was made and subscribed by me. I o acknowledge and understand that any misuse of State funds will be re rted to the a pr priate authorities for further action. Director Sworn to and subscribed before me on the day of the date of said certification. ,~ (Notary Signature and Seal) My Commission Expires: - 'ZO ~~~~ eo~~~~9 ~~ ~~~a.~ • Overdue Taxes - (06/04) Page 1 of 1 Contract #68-2005 Arcadia Health Services, Inc. ATTAC>ETIMENT 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 subawazds 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. Vice President of Administrative Services Title Arcadia Health Caze Agency/Organization ~-s~ a Date (Certification signature should be same as Contract signature.) r~ Federal Certification -Lobbying (06/04) Page 1 of 1 Contract #68-2005 Arcadia Health Services, 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 certification, 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," "suspended," "ineligible," "lower tier 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 #68-2005 Arcadia Health Services, Inc. t • • determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement 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 Regazding 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, declazed 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 pr osal. Vice President of Administrative Services Signature Title Arcadia Health Caze Agency/Organization Date (Certification signature should be same as Contract signature.) Federal Certification -Debarment (06/04) Page 2 of 2 Contract #68-2005 Arcadia Health Services, Inc. t ATTACHMENT I BUSINESS ASSOCIATE ADDENDUM Orange County Department of Social Services This Agreement is made effective the 1st day of July, 2008 by and between Orange County ("Covered Entity") and Arcadia Health .Services, Inc. ("Business Associate") (collectively the "Parties"). 1. BACKGROUND a. Covered Entity and Business Associate aze parties to a contract entitled #68-2005 (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 Gaze 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 HIPAA Privacy Rule. d. The Parties enter into this Business Associate Addendum to the Contract with the . intention of complying with the HIPAA 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 safeguazd 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(g). c. "Privacy Rule" shall mean the Standazds for Privacy of Individually Identifiable 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 #68-2005 Arcadia Health Services, 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 #68-2005 Arcadia Health Services, Inc. • 4. PERNIITTED 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 are 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 #68-2005 Arcadia Health Services, Inc. • 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 aze 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. Signature Arcadia Health Care Agency/Organization VP of Administrative Services Title ~~~~~~ Date • (Certification signature should be same as Contract signature.) Contract-HIPAA (06/04) Page 4 of 4 Contract #68-2005 Arcadia Health Services, Inc. ATTACffiViENT 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, standazds 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 aze not finalized until notification is given by the County. Outcomes (06/04) Page 1 of 2 Contract #68-2005 Arcadia Health Services, Inc. • L. The Contractor will immediately notify the County when Protective Services Cases are not staffed, when In-Home Aide workers aze 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 caze requirements. e. There aze significant factors that affect the client or significant changes in a client's situation. ,. Signature Arcadia Health Care Agency/Organization VP of Administrative Services Title ~~~~~~ Date (Certification signature should be same as Contract si afore. ~ ) Outcomes (06/04) Page 2 of 2