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2010-143 DSS - A Southern Season, Inc. Subsidized Employment for FY 2009-10
.3 -.R olo 1 Contract#68-10001 Fiscal Year Begins July 1,2009 Ends June 30,2010 This contract is hereby entered into by and between the Orange County Department of Social Services (the "County") and A Southern Season, Inc. (the "Contractor") (referred to collectively as the "Parties"). The Con ederal tax identification number or Social Security Number is 56-1116698. 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 13) (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) 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 March 24, 2010 and shall terminate on June 30, 2010, 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 13, Scope of Work. 5. County's Duties: The Orange County Department of Social Services/Work First Program will reimburse A Southern Season, Inc. the gross subsidized wages for subsidized employees through the Work First/TANF program. A Southern Season,Inc.agrees to allow the Orange County Department of Social Services Work First Program to count 25% of the employee's total gross subsidized wages as an in-kind cost toward State Maintenance of Effort expenditures.The 25%projection is considered an in-kind cost based on the amount of supervision and training each Work First/TANF eligible subsidized employee receives. Reimbursements will be completed monthly and will start the month after the employee begins working. This contract is subject to continued funding availability. ❑ a. There are no matching requirements from the Contractor. ® b. The Contractor's matching requirement is an in-kind match of 25%of the employee's gross monthly subsidized wages. Please note this is an in-kind match based on the amount of supervision and training each participant will receive. There is no cash match for this contract: ® In-kind ❑ Cash ❑ Cash and In-kind ❑ Cash and/or In-kind Contract-General (07/08) Page 1 of 3 The contributions from the Contractor shall be sourced from non-federal funds. The total contract amount including any Contractor match shall not exceed 100% of the TANF eligible subsidized employee's gross subsidized wages and an in-kind cost of 25%of each TANF eligible subsidized employee's subsidized wages. 6. Reporting Requirements: Contractor shall comply with audit requirements as described in N.C.G.S. § 143C-6-22&23 and OMB Circular A-133. 7. Payment Provisions: Payment shall be made in accordance with the Contract Documents as described in the Scope of Work, Attachment B. 8. Contract Administrators: All notices permitted or required to be given by one Party to the other and all questions about the contract from one Party to the other shall be addressed and delivered to the other Party's Contract Administrator. The name, post office address, street address, telephone number, fax number, and email address of the Parties' respective initial Contract Administrators are set out below. Either Party may change the name, post office address, street address, telephone number, fax number, or email address of its Contract Administrator by giving timely written notice to the other Party. For the County: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Robert Gilmore, Work First Supervisor Robert Gilmore, Work First Supervisor Orange County Orange County P.O. Box 8181 113 Mayo Street Hillsborough, NC 27278 Hillsborough,NC 27278 (919) 245-2847 (Phone) (919) 644-3317 (Fax) ryilmore @&o.oran ge.nc.us For the Contractor: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Dora Gonzales, Human Resources/Program Dora Gonzales, Human Resources/Program Manager Manager A Southern Season, Inc. A Southern Season, Inc. 201 South Estes Drive 201 South Estes Drive Chapel Hill, NC 27514 Chapel Hill, NC 27514 (919) 245-5104 (Phone) Contract-General (07/08) Page 2 of 3 9. Signature Warranty: The undersigned represent and warrant that they are authorized to bind their principals to the terms of this agreement. The Contractor and the County have executed this contract in duplicate originals,with one original being retained by each party. A .OUTHEF,,N SE N,INC. U- 6j Signs ure Date Printed Name Title ORAN UN Signature Chair, Board o County Commissioners bat6 WthC;G ' Printed Name Title Signatufe Direct6r, Orange County Department of Social Services "11 Date K'10 ACM l� Of1 4 ��M ' Printed Name Title This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. A-f__ 4- 5- 10 Signature of County Finance Officer Date This contract ha been appr as to form and legal sufficiency. >/� Signatur f County Attorney Date Contract-General (07/08) Page 3 of 3 Contract#68-10001 A Southern Season,Inc. ATTACHMENT B SCOPE OF WORK Orange rtment of Social Services Federal Tax Id. or SSN 56-1116698 Contract# 68-10001 A. CONTRACTOR INFORMATION 1. Contractor Agency Name:A Southern Season Inc. 2. If different from Contract Administrator Information in General Contract: Address Telephone Number: Fax Number: Email: 3. Name of Program (s): Subsidized Employment Program 4. Status: ( ) Public ( ) Private,Not for Profit ( X ) Private, For Profit 5. Contractor's Financial Reporting Year March 24, 2010 through June 30, 2010 B. Explanation of Services to be provided and to whom (include SIS Service Code): A Southern Season Inc. will provide paid employment to TANF eligible individuals through subsidized employment positions. Employer will pay wages, benefits, and applicable insurance. A Southern Season Inc. will invoice Orange County Department of Social Services for the employee's gross subsidized wages on a monthly basis. A copy of the subsidized employee's timesheet or pay stub will be submitted with the monthly invoice. Orange County Department of Social Services will reimburse A Southern Season, Inc. 100% of the employee's gross subsidized wages, based on submitted timesheets/pay stubs and invoices on a monthly basis. A Southern Season Inc. will provide supervision and training for the subsidized employee and will permit the North Carolina Division of Social Services to count 25%of the employee's gross subsidized wages toward the federal Maintenance of Effort expenditure requirement for these services. A Southern Season Inc. will provide written performance assessments and/or updates for the subsidized employee on a regular basis, and no less than once per month. A Southern Season Inc. will notify Orange Department of Social Services if a subsidized employee is terminated before the end of their subsidized placement and the reason for termination. Contract-Scope of Work(06/04) Page Iof 2 Contract#68-10001 A Southern Season,Inc. C. Rate per unit of Service (define the unit): The Contractor will pay each person participating in the program an hourly rate reater than or equal to the federal minimum wage. 1. If Standard Fixed Rate, Maximum Allowable, (See Rates for Services Chart) 2.Negotiat�edlCe t}n32 ate. D.Number of units to be provided: E. Details of Billing process and Time Frames; The Contractor will be reimbursed monthly based on an itemized service invoice form.The invoice shall contain the Contractors'Name federal tax identification number and shall be signed and dated by a staff representative of the Contractor. The service invoice should be submitted by the 5th working day of the month following the month of service to: Robert Gilmore (rgilmoreQco.orange.nc.us) Orange County Department of Social Services P.O. Box 8181 Hillsborough,NC 27278 FAX: 919-644-3317 The Contractor will have to comply with the reporting requirements in order to continue receiving reimbursements under this contract. F. Area to be served/Delivery site(s): _Orange County (Signature of County Authorized Person) (Signature of Con acto (Date Submitted) (Date Submitted) Contract-Scope of Work(06/04) Page 2of 2 Contract#68-10001 A Southern Season,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 a drug-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 a drug-free awareness program to inform employees about: (l)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 a drug-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#68-10001 A Southern Season,Inc. II. The site(s) for the performance of work done in connection with the specific agreement are listed below: �n VC (Street address) 7( (City,,,coun , state, p dode) 2. (Street address) (City, c nty, tate, zip c ) 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). 1 its ro�dt Signature itle A L ��& Lrl-b Agency/Organization Date (Certification signature should be same as Contract signature.) Federal Certification-Drug-Free Workplace(06/04) Page 2 of 2 Contract#68-10001 A Southern Season,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 member/Board 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/Contractor/Board 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 definition 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/Contractor/Board 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 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) Pagel of 3 Contract#68-10001 A Southern Season,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, Irtify that A"1.14 "4. personally appeared before me this day and ackno ^-edged �,�y that he/she is Tn h n Vu�u� C P of A 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 ,J • Sworn to and subscribed before me this 30 day of , Conflict of Interest Policy(06/04) Page 2 of 3 Contract#68-10001 A Southern Season,Inc. oe (Official Seal) Notary ublic My Commission expires Z , 20/ ------------------------------------------------------------------------- Attached 's the Conflict of Interest Policy for: A Southern Season, Inc. Signature of Corporati n O ficial Conflict of Interest Policy(06/04) Page 3 of 3 Hillsborough Distribution Center Retail Store A Southern Season Hillsborough,N.C.27278 Chapel Hill,7N.C.27515 (919)245-1642 (919)929-7133 Date of Certification (03/29/2010) To: Orange County Department of Social Services Certification: We certify that A Southern Season, 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. We 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: Michael Barefoot and Timothy Manale being duly sworn, say that we are the Board Chair and Vice President, respectively, of A Southern Season, Inc. of Chapel Hill in the State of North Carolina; and that the foregoing certification is true, accurate and complete to the best of our knowledge and was made and subscribed by us. We also acknowledge and understand that any misuse of State funds will be reported to the appropriate authorities for further action. Michael Barefoot, Pre ent/Board Chair imot , Vice President Sworn to and subscribed before me on the day of the date of said certification. Af My commission Expires: (Notary gnature and eal) Contract#68-10001 A Southern Season,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. Signature Title 4N[7501 Agency/Organization Date (Certification signature should be same as Contract signature.) Federal Certification—Lobbying(06/04) Page 1 of,I Contract#68-10001 A Southern Season,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 determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List. Federal Certification-Debarment(06/04) Page 1 of 2 Contract#68-10001 A Southern Season,Inc. 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 paragraph 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. Signature Title Agency/Organization Date (Certification signature should be same as Contract signature.) Federal Certification-Debarment(06/04) Page 2 of 2 Client#: 125024 SOUTSEA4 DATE(MM1DD/YYYY) ACORDTM CERTIFICATE OF LIABILITY INSURANCE 03/26/2010 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Wells Fargo Ins Sery USA Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 8540 Colonnade Ctr Dr,Ste 111 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR PO Box 97787 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Raleigh,NC 27624-7787 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: The Charter Oak Fire Insurance Compa 25615 A Southern Season,Inc. INSURER S: The Travelers Indemnity Company 25658 Ch Box INSURER C: Key Risk Insurance Company 10885 Chapel Hill,,NC 27515 INSURER D: Phoenix Insurance Company 25623 INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD' LTR NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION DATE MM/DD DATE MM/DD LIMITS A GENERAL LIABILITY 16603279B273 07/01/09 07/01/10 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DDAMn GE TO RENTED mcurrencel $300,000 CLAIMS MADE 51 OCCUR MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE s2,000.000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG s2.000000 POLICY jE O- LOC D AUTOMOBILE LIABILITY BA833C7093 07/01/09 07/01/10 COMBINED SINGLE LIMIT X ANY AUTO. (Ea accident) $1,000,000 ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ X HIRED AUTOS BODILY INJURY X NON-OWNED AUTOS (Per accident) $ PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ B EXCESSIUMBRELLA LIABILITY ISMCUP4534Y7381ND 07/01/09 07/01/10 EACH OCCURRENCE s5,000,000 OCCUR FX]CLAIMS MADE AGGREGATE $5 000 000 H DEDUCTIBLE $ X RETENTION $5000 $ C WORKERS COMPENSATION AND 900000004146109 07/01/09 07/01/10 X WC STATU- OTH- EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNERIEXECUTIVE E.L.EACH ACCIDENT $500,000 OFFICERIMEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $500,000 Syes,AL PR a under E.L.DISEASE-POLICY LIMIT $500,000 SPECIAL PROVISIONS below OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION **Sample** DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL A_ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED lREPREySEENTATIVE �L• PH ACORD 25(2001/08)1 of 2 9S1561584/M1495826 JBE02 © ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer,and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-S(2001/08) 2 of 2 #S1561584/M1495826 Contract#68-10001 A Southern Season,Inc. ATTACHMENT A GENERAL TERMS AND CONDITIONS Orange County Department of Social Services Relationships of the Parties respective successors. It is expressly understood and agreed that the enforcement of the terms and Independent Contractor: The Contractor is and conditions of this contract, and all rights of action shall be deemed to be an independent contractor in the relating to such enforcement,shall be strictly reserved performance of this contract and as such shall be to the County and the named Contractor. Nothing wholly responsible for the work to be performed and contained in this document shall give or allow any for the supervision of its employees. The Contractor claim or right of action whatsoever by any other third represents that it has, or shall secure at its own person. It is the express intention of the County and expense, all personnel required in performing the Contractor that any such person or entity, other than services under this agreement. Such employees shall the County or the Contractor, receiving services or not be employees of, or have any individual benefits under this contract shall be deemed an contractual relationship with the County. incidental beneficiary only. Subcontracting: The Contractor shall not subcontract any of the work contemplated under this Indemnity and Insurance contract without prior written approval from the County. Any approved subcontract shall be subject to Indemnification: The Contractor agrees to all conditions of this contract.Only the subcontractors indemnify and hold harmless the County and any of specified in the contract documents are to be their officers,agents and employees,from any claims considered approved upon award of the contract. The of third parties arising out or any act or omission of County shall not be obligated to pay for any work the Contractor in connection with the performance of performed by any unapproved subcontractor. The this contract. Contractor shall be responsible for the performance of all of its subcontractors. Insurance: During the term of the contract, the Contractor at its sole cost and expense shall provide Assignment: No assignment of the Contractor's commercial insurance of such type and with such obligations or the Contractor's right to receive terms and limits as may be reasonably associated with payment hereunder shall be permitted.However,upon the contract. As a minimum, the Contractor shall written request approved by the issuing purchasing provide and maintain the following coverage and authority,the County may: limits: (a) Forward the Contractor's payment check(s) (a) Worker's Compensation - The contractor directly to any person or entity designated by shall provide and maintain Worker's the Contractor, or Compensation Insurance as required by the (b) Include any person or entity designated by laws of North Carolina,as well as employer's Contractor as a joint payee on the Contractor's liability coverage with minimum limits of payment check(s). $500,000.00, covering all of Contractor's In no event shall such approval and action obligate the employees who are engaged in any work County to anyone other than the Contractor and the under the contract. If any work is sublet, the Contractor shall remain responsible for fulfillment of Contractor shall require the subcontractor to all contract obligations. provide the same coverage for any of his employees engaged in any work under the Beneficiaries: Except as herein specifically provided contract. otherwise, this contract shall inure to the benefit of (b) Commercial General Liability - General and be binding upon the parties hereto and their Liability Coverage on a Comprehensive Broad General Terms and Conditions—(06/04) Page ] of 5 Contract#68-10001 A Southern Season,Inc. Form on an occurrence basis in the minimum contract in a timely and proper manner, the County amount of $1,000,000.00 Combined Single shall have the right to terminate this contract by Limit. (Defense cost shall be in excess of the giving written notice to the Contractor and specifying limit of liability.) the effective date thereof. In that event,all finished or (c) Automobile-Automobile Liability Insurance, unfinished deliverable items prepared by the to include liability coverage, covering all Contractor under this contract shall, at the option of owned,hired and non-owned vehicles used in the County, become its property and the Contractor performance of the contract. The minimum shall be entitled to receive just and equitable combined single limit shall be $500,000.00 compensation for any satisfactory work completed on bodily injury and property damage; such materials, minus any payment or compensation $500,000.00 uninsured/under insured previously made. Notwithstanding the foregoing motorist; and $25,000.00 medical payment. provision, the Contractor shall not be relieved of Providing and maintaining adequate insurance liability to the County for damages sustained by the coverage is a material obligation of the Contractor County by virtue of the Contractor's breach of this and is of the essence of this contract. The Contractor agreement, and the County may withhold any may meet its requirements of maintaining specified payment due the Contractor for the purpose of setoff coverage and limits by demonstrating to the County until such time as the exact amount of damages due that there is in force insurance with equivalent the County from such breach can be determined. In coverage and limits that will offer at least the same case of default by the Contractor,without limiting any protection to the County. All such insurance shall other remedies for breach available to it, the County meet all laws of the State of North Carolina. Such may procure the contract services from other sources insurance coverage shall be obtained from companies and hold the Contractor responsible for any excess that are authorized to provide such coverage and that cost occasioned thereby. The filing of a petition for are authorized by the Commissioner of Insurance to bankruptcy by the Contractor shall be an act of default do business in North Carolina. The Contractor shall under this contract. at all times comply with the terms of such insurance policies,and all requirements of the insurer under any Waiver of Default: Waiver by the County of any such insurance policies, except as they may conflict default or breach in compliance with the terms of this with existing North Carolina laws or this contract. contract by the Provider shall not be deemed a waiver The limits of coverage under each insurance policy of any subsequent default or breach and shall not be maintained by the Contractor shall not be interpreted construed to be modification of the terms of this as limiting the contractor's liability and obligations contract unless stated to be such in writing, signed by under the contract. an authorized representative of the County and the Contractor and attached to the contract. Default and Termination Availability of Funds: The parties to this contract Termination Without Cause: The County may agree and understand that the payment of the sums terminate this contract without cause by giving 30 specified in this contract is dependent and contingent days written notice to the Contractor. In that event, upon and subject to the appropriation,allocation,and all finished or unfinished deliverable items prepared availability of funds for this purpose to the County. by the Contractor under this contract shall, at the option of the County, become its property and the Force Majeure: Neither party shall be deemed to be Contractor shall be entitled to receive just and in default of its obligations hereunder if and so long equitable compensation for any satisfactory work as it is prevented from performing such obligations by completed on such materials, minus any payment or any act of war, hostile foreign action, nuclear compensation previously made. explosion,riot,strikes,civil insurrection,earthquake, hurricane,tornado,or other catastrophic natural event Termination for Cause: If, through any cause, the or act of God. Contractor shall fail to fulfill its obligations under this General Terms and Conditions—(06/04) Page 2 of 5 Contract#68-10001 A Southern Season,Inc. Survival of Promises: All promises, requirements, Confidentiality: Any information,data,instruments, terms, conditions, provisions, representations, documents, studies or reports given to or prepared or guarantees, and warranties contained herein shall assembled by the Contractor under this agreement survive the contract expiration or termination date shall be kept as confidential and not divulged or made unless specifically provided otherwise herein, or available to any individual or organization without the unless superseded by applicable Federal or State prior written approval of the County.The Contractor statutes of limitation. acknowledges that in receiving,storing,processing or otherwise dealing with any confidential information it Intellectual Property Rights 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 Oversight are the exclusive property of the County. The Contractor shall not assert a claim of copyright or Access to Persons and Records: The State Auditor other property interest in such deliverables. shall have access to persons and records as a result of all contracts or grants entered into by State agencies Federal Intellectual Property Bankruptcy or political subdivisions in accordance with General Protection Act: The Parties agree that the County Statute 147-64.7. Additionally, as the State funding shall be entitled to all rights and benefits of the authority, the Department of Health and Human Federal Intellectual Property Bankruptcy Protection Services shall have access to persons and records as a Act, Public Law 100-506, codified at 11 U.S.C. 365 result of all contracts or grants entered into by State (n) and any amendments thereto. agencies or political subdivisions. Compliance with Applicable Laws Record Retention: Records shall not be destroyed, purged or disposed of without the express written Compliance with Laws: The Contractor shall consent of the County.The Department of Health and comply with all laws, ordinances, codes, rules, Human Services' basic records retention policy regulations, and licensing requirements that are requires all records to be retained for a minimum of applicable to the conduct of its business, including three years following completion or termination ofthe those of federal, state, and local agencies having contract. If the contract is subject to Federal policy jurisdiction and/or authority. and regulations, record retention will normally be longer than three years since records must be retained Equal Employment Opportunity: The Contractor for a period of three years following submission of the shall comply with all federal and State laws relating to final Federal Financial Status Report, if applicable,or equal employment opportunity. three years following the submission of a revised final Federal Financial Status Report. Also, if any Health Insurance Portability and Accountability litigation, claim, negotiation, audit, disallowance Act(HIPAA): The Contractor agrees that, if the action,or other action involving this contract has been County determines that some or all of the activities started before expiration of the three year retention within the scope of this contract are subject to the period described above, the records must be retained Health Insurance Portability and Accountability Act until completion of the action and resolution of all of 1996, P.L. 104-91, as amended ("HIPAA"), or its issues which arise from it, or until the end of the implementing regulations, it will comply with the regular three year period described above,whichever HIPAA requirements and will execute such is later. agreements and practices as the County may require to ensure compliance. Warranties and Certifications Confidentiality 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#68-10001 A Southern Season,Inc. to this contract ("product' includes, without Severability: In the event that a court of competent limitation, any piece of equipment, hardware, jurisdiction holds that a provision or requirement of firmware, middleware, custom or commercial this contract violates any applicable law, each such software, or internal components, subroutines, and provision or requirement shall continue to be enforced interfaces therein) that perform any date and/or time to the extent it is not in violation of law or is not data recognition function, calculation, or sequencing otherwise unenforceable and all other provisions and will support a four digit year format and will provide requirements of this contract shall remain in full force accurate date/time data and leap year calculations. and effect. This warranty shall survive the termination or . expiration of this contract. Headings: The Section and Paragraph headings in these General Terms and Conditions are not material Certification Regarding Collection of Taxes: G.S. parts of the agreement and should not be used to 143-59.1 bars the Secretary of Administration from construe the meaning thereof. entering into contracts with vendors that meet one of the conditions of G.S. 105-164.8(b)and yet refuse to Time of the Essence: Time is of the essence in the collect use taxes on sales of tangible personal performance of this contract. property to purchasers in North Carolina. The conditions include: (a) maintenance of a retail Key Personnel: The Contractor shall not replace any establishment or office; (b) presence of of the key personnel assigned to the performance of representatives in the State that solicit sales or this contract without the prior written approval of the transact business on behalf of the vendor; and (c) County. The term "key personnel" includes any and systematic exploitation of the market by media- all persons identified as such in the contract assisted,media-facilitated,or media-solicited means. documents and any other persons subsequently The Contractor certifies that it and all of its affiliates identified as key personnel by the written agreement (if any) collect all required taxes. of the parties. Miscellaneous Care of Property: The Contractor agrees that it shall be responsible for the proper custody and care of any Choice of Law: The validity of this contract and any property furnished to it for use in connection with the of its terms or provisions, as well as the rights and performance of this contract and will reimburse the duties of the parties to this contract, are governed by County for loss of, or damage to, such property. At the laws of North Carolina. The Contractor, by the termination of this contract, the Contractor shall signing this contract, agrees and submits, solely for contact the County for instructions as to the matters concerning this Contract, to the exclusive disposition of such property and shall comply with jurisdiction of the courts of North Carolina and these instructions. agrees, solely for such purpose, that the exclusive venue for any legal proceedings shall be Orange Travel Expenses: Reimbursement to the Contractor County, North Carolina. The place of this contract for travel mileage, meals, lodging and other travel and all transactions and agreements relating to it,and expenses incurred in the performance of this contract their situs and forum, shall be Orange County,North shall not exceed the rates established in County Carolina, where all matters, whether sounding in policy. contract or tort, relating to the validity, construction, interpretation, and enforcement shall be determined. Sales/Use Tax Refunds: If eligible, the Contractor and all subcontractors shall: (a) ask the North Amendment: This contract may not be amended Carolina Department of Revenue for a refund of all orally or by performance. Any amendment must be sales and use taxes paid by them in the performance made in written form and executed by duly authorized of this contract,pursuant to G.S. 105-164.14; and (b) representatives of the County and the Contractor. exclude all refundable sales and use taxes from all General Terms and Conditions—(06/04) Page 4 of 5 Contract#68-10001 A Southern Season,Inc. reportable expenditures before the expenses are wage and encourages agencies to which it provides entered in their reimbursement reports. funding to pursue the same goal. The County's living wage hourly standard, as adopted by the Orange Advertising: The Contractor shall not use the award County Board of County Commissioners annually, of this contract as a part of any news release or can be found in the Orange County Budget commercial advertising. Ordinance. To the extent possible, Orange County recommends that the Contractor and all Orange County Living Wage: Orange County is subcontractors provide a living wage, as defined in committed to providing its employees with a living this section, to their employees. General Terms and Conditions—(06/04) Page 5 of 5