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HomeMy WebLinkAbout2010-145 DSS - Personalized Patient Homes Assistance, Inc. - Renewal Agreements for In-Home Aide Providers I Contract#68-2004 Personalized Patient Home Assistance,Inc. CONTRACT# 68-2004 Fiscal Year Begins Julyl,2010 Ends June 30,2011 NORTH CAROLINA ORANGE COUNTY IN-HOME AIDE PROVIDER SERVICES AGREEMENT THIS AGREEMENT, is made and entered into this _day of , 2010 by and between Orange County,North Carolina for and on behalf of the Orange County Department of Social Services and the Orange County Department of Aging (the "County"); and Personalized Patient Homes Assistance, Inc. (the ") whose federal tax identification number or Social Security Number is: 56-1629016 WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth,the County hereby contracts for the services of the Contractor,and the Contractor agrees to provide the services to the County in accordance with the terms of this Agreement. 1. Contract Documents: This Agreement consists of this document as well as each of the documents listed below as indicated(collectively referred to as the"Contract Documents"). If the word"Yes"appears beside the title of the contract document at the time both parties execute this Agreement,then that document is included as part of this Agreement. If the word"No" appears beside the title of the contract document at the time both parties execute this Agreement, then that document is not included as part of this Agreement. Each of the Contract Documents made part hereof are attached hereto and incorporated herein by reference to the same: TITLE OF CONTRACT DOCUMENT YES/NO (1) The General Terms and Conditions(Attachment A) YES (2) The Scope of Work,services,and rate(Attachment B) YES (3) Federal Drug Free Workplace Certification(Attachment C) YES (4) Conflict of Interest Policy(Attachment D) YES (5) No Overdue Taxes Certification(Attachment E) YES (6) Certification Regarding Lobbying(Attachment G) YES (7) Certification Regarding Debarment(Attachment H) YES Contract#68-2004 Personalized Patient Home Assistance,Inc. (8) Business Associate Addendum(Attachment I) YES (9) Certification Regarding Transportation(Attachment J) YES (10) Outcomes&Reporting(Attachment N) YES 2. Precedence Among Contract Documents: In the event of a conflict between or among the terms of the Contract Documents and this Agreement,the terms of this Agreement shall control. In the event of a conflict between or among the terms of the Contract Documents,then the Contract Documents with the highest relative precedence shall prevail. The order of precedence shall be the order of documents as listed in Section 1,above,with Attachment A having precedence over Attachment B and so forth. 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 Agreement shall be effective from July 1,2010 through June 30, 2011. 4. Contractor's Duties: The Contractor shall provide the services to the County described in Attachment B 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. (a) The total amount paid by the County to the Contractor under this Agreement for the provision of services to the Department of Social Services shall not exceed: $415,647. This amount consists of$415,647 in Federal,State and County funds(CFDA# ), $0(source of other funds if applicable). (b) The total amount paid by the County to the Contractor under this Agreement for the provision of services to the Department on Aging shall not exceed: $50,000. This amount consists of$50,000 in Federal,State and County funds(CFDA# ),so (source of other funds if applicable). [X] (c) There are no matching requirements from the Contractor under this Agreement for the provision of services to the Department of Social Services. [ ] (d) The Contractor's matching requirement is$ ,which shall consist of: [ ] In-kind [ ] Cash [ ] Cash and In-kind [ ] Cash and/or In-kind The contributions from the Contractor for matching requirements for the provision of services to the Department of Social Services shall be sourced from non-federal funds. Contract#68-2004 Personalized Patient Home Assistance,Inc. 6. Reporting Requirements: Contractor shall comply with audit requirements as described in N.C.G.S. § 143-6.2 and OMB Circular A-133. 7. Payment Provisions: Payment shall be made in accordance with the Contract Documents as described in the Scope of Work,Attachment B. 8. Contract Administrators: All notices permitted or required to be given by one Party to the other and all questions about the contract from one Party to the other shall be addressed and delivered to the other Party's Contract Administrator. The name,post office address,street address,telephone number,fax number,and email address of the Parties' respective initial Contract Administrators are set out below. Either party may change the name,post office address,street address,telephone number,fax number,or email address of its Contract Administrator by giving timely written notice to the other Party. For Services Performed on Behalf of the Department of Social Services: 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 113 Mayo Street Hillsborough,NC 27278 Hillsborough,NC 27278 (919)245-2881 (919)644-3005 b num co.oran e.nc.us For Services Performed on Behalf of the Department on Aging: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Kate Barrett,Aging Transitions Administrator Kate Barrett,Aging Transitions Administrator Orange County Department on Aging Orange County Department on Aging 2551 Homestead Road 2551 Homestead Road Chapel Hill,NC 27516 Chapel Hill,NC 27516 (919)968-2085 kbarrett co.oran e.nc.us r— Contract#68-2004 Personalized Patient Home Assistance,Inc. For the Contractor: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Dorthea Farrington Dorthea Farrington Personalized Patient Home Assistance Personalized Patient Home Assistance 109 Concord Drive 109 Concord Drive Chapel Hill,NC 27516-3216 Chapel Hill,NC 27516-3216 (919)929-4943 (919)929-7811 9. No Assignment or Sub-Contract: Contractor shall not sub-contract out any of the services provided for in this Agreement or make any assignment of this Agreement(including rights to payments)without the prior written Consent of the County as specified more fully in Attachment A,General Terms and Conditions. 10. Relationship of the Parties: Contractor is an independent contractor of the County. Contractor represents that it has or will secure, at its own expense, all personnel required in performing the services under this Agreement. Such personnel shall not be employees of or have any contractual relationship with the County. All personnel engaged in work under this Agreement shall be fully qualified and shall be authorized or permitted under state and local law to perform such services. It is further agreed by Contractor that it shall obey all State and Federal statutes, rules and regulations which are applicable to provisions of the services called for herein. Neither Contractor nor any employee of the Contractor shall be deemed an officer, employee or agent of the County. 11. Termination: This Agreement may be terminated as specified in Attachment A,General Terms And Conditions. 12. Insurance Requirements: Contractor shall obtain,at its sole expense, all insurance as required in Attachment A,General Terms And Conditions. 13. Indemnification: Contractor agrees to defend, indemnify, and hold harmless the County, for all loss, liability, claims or expense (including reasonable attorney's fees) arising from bodily injury, including death or property damage, to any person or persons caused in whole or in part by Contractor in accordance with Attachment A, General Terms And Conditions. It is the intent of this Section that Contractor indemnify County to the full extent permitted by law. 14. Entire Agreement: The parties have read this Agreement, including the Contract Documents, and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties. Contract#68-2004 Personalized Patient Home Assistance,Inc. 15. Interpretation: When the context in which words are used in this Agreement indicates that such is the intent,words shall in the singular number shall include the plural and vice versa. The masculine gender shall include the feminine and neuter. IN WITNESS WHEREOF,the County and the Contractor have been first duly authorized,have executed and entered into this Agreement as of the day and year first above written. PERSONALIZED PATIENT HOME ASSISTANCE,INC. Signature Date Printed Nam Title ORANGE Y,N R ARO INA By. �,Q.c,,,, 7 z 3 16 Chair,Board of County Commiss ioners Date kCounRisk ager NAME OF SUP RVISING DEPARTMENTS Departmen DirectoreSignature Date Department Director Signature Date This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. /, Signature of County Finance Officer Date This WCoty oved as to form and legal sufficiency. �b ZDLa Sign y 4c4+k" Date Contract#68-2004 Personalized Patient Home Assistance,Inc. ATTACHMENT A GENERAL TERMS AND CONDITIONS Orange County Department of Social Services and Orange County Department on Aging 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 1 of 5 Contract#68-2004 Personalized Patient Home Assistance,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#68-2004 Personalized Patient Home Assistance,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 of the 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#68-2004 Personalized Patient Home Assistance,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 Wake 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 Wake 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#68-2004 Personalized Patient Home Assistance,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—(06104) Page 5 of 5 Contract#68-2004 Personalized Patient Home Assistance,Inc. ATTACHMENT B SCOPE OF WORK Orange County Department of Social Services County Department on Aging Federal Tax Id. or SSN 56-1629016 Contract# 68-2004 A. CONTRACTOR INFORMATION 1. Contractor Agency Name:Personalized Patient Home Assistance, Inc. 2. If different from Contract Administrator Information in General Contract: Address Telephone Number: Fax Number: Email: 3. Name of Program(s): In-Home Services 4. Status: ( ) Public ( )Private,Not for Profit (X)Private,For Profit 5. Contractor's Financial Reporting Year July 1, 2010 through June 30, 2011 B. Explanation of Services to be provided and to whom(include SIS Service Code): The Contractor will provide employees to perform in-home services for the Department of Social Services' clients and the Department on Aging's clients, at the level amount and frequency specified by the social worker in the In-Home Aide Services Plan (SIS Code 042) The Contractor will provide Level 1I Home Management and Level III Personal Care The Contractor is required to meet all goals and outcomes listed in Attachment N. C. Rate per unit of Service (define the unit): 1. If Standard Fixed Rate, Maximum Allowable, (See Rates for Services Chart) $14.40/hour 2. Negotiated County Rate. D.Number of units to be provided: E. Details of Billing process and Time Frames; The County will reimburse the Contractor for services described in this contract up to the budgetary limits of the contract allotment. The County will reimburse the Contractor at a rate of$14.40/hour for approved services provided For reimbursement the Contractor must submit an original and two copies of an invoice by the fifth of the month for the receding month's expenditures to the designated County Administrator. All invoices for the provision of services to the Contract-Scope of Work(06/04) Page lof 2 Contract#68-2004 Personalized Patient Home Assistance,Inc. Department of Social Services shall be submitted to the Administrator for said Department All invoices for the provision of services to the Department on Aging shall be submitted to the Administrator for said Department The County will reimburse the Contractor monthly upon receipt of a complete and correctly filed report. F. Area to be served/Delivery site(s): _Orange County (Signature&Department Director) (Signature of Contractor) 6Ly—aci-10 6-.�,3- lJ (Date Submitted) (Date Submitted) (Signature of Department Director) (Date Submitted) Contract-Scope of Work(06/04) Page 2of 2 Contract#68=2004 Personalized Patient Home Assistance,Inc. ATTACHMENT C CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS Orange County Department of Social Services and Orange County Department on Aging 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: (1) The dangers of drug abuse in the workplace; (2)The Contractor's policy of maintaining a drug-free workplace; (3)Any available drug counseling,rehabilitation, and employee assistance programs; and (4)The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; C. Making it a requirement that each employee be engaged in the performance of the agreement be given a copy of the statement required by paragraph(A); D. Notifying the employee in the statement required by paragraph(A)that, as a condition of employment under the agreement,the employee will: (1)Abide by the terms of the statement; and (2)Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction; E. Notifying the County within ten days after receiving notice under subparagraph(D)(2) from an employee or otherwise receiving actual notice of such conviction; F. Taking one of the following actions,within 30 days of receiving notice under subparagraph(D)(2),with respect to any employee who is so convicted: (1) Taking appropriate personnel action against such an employee,up to and including termination; or (2)Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; and Making a good faith effort to continue to maintain 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#68-2004 Personalized Patient Home Assistance,Inc. II. The site(s) for the performance of work done in connection with the specific agreement are listed below: 1. lad co c .A _Dv-k✓'­v— (Street address) (City, county, state,,0i 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). C� Signature Title 0)_ 4AA���� &--2-3-1 C> �" -I P)j4.jj4V 1 Agency/Organ' ion Date (Certification signature should be same as Contract signature.) Federal Certification-Drug-Free Workplace(06/04) Page 2 of 2 Contract#68-2004 Personalized Patient Home Assistance,Inc. ATTACHMENT D CONFLICT OF INTEREST POLICY Orange County Department of Social Services and Orange County Department on Aging 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#68-2004 Personalized Patient Home Assistance,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, :�ere4x, W. o-som5al ,Notary Public for said County and State, certify that �orccx4E,c►. 'Fcurtnald, personally appeared before me this day and acknowledged that he/she is of G LE `�*k%,cm-4- Ham- hs tsiorxr, 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 10 day of Sworn to and subscribed before me this as day of -AC) . Conflict of Interest Policy(06/04) Page 2 of 3 Contract#68-2004 Personalized Patient Home Assistance,Inc. ((5fficial Seal) Notary Public My Conunission expires w-a1c-(4-- , 20 / ......................................................................... Attached is the Conflict of Interest Policy for: Personalized Patient Home Assistance, Inc. ' Signature of Corporation WAcial Conflict of Interest Policy(06/04) Page 3 of 3 PERSONALIZED PATIENT HOME ASSISTANCE 109 CONCORD DRIVE CHAPEL HILL,NC 27516-3216 Conflict Of Interest Policy (Adopted June 30,2004) In order to perform your duties with honesty and fairness and in the best interest of the Agency,employees must avoid conflict of interest in their employment. Conflicts of interest should not arise from having a position of interest in or furnishing managerial or consultative services to any concern or business from which the agency obtains services or with which it competes or does business. Employees should not solicit or accept gifts or gratuities from any person or entity that does or is seeking to do business with the agency. Contract#68-2004 Personalized Patient Home Assistance,Inc. ATTACHMENT E OVERDUE TAXES Orange County Department of Social Services and Orange County Department on Aging e, ;LA , 2010 To: Orange County Department of Social Services and Orange County Department on Aging Certification: I certify that Personalized Patient Home Assistance, 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: `�-gotqo jJeft Fq irri ne, Apw eing duly sworn, say that I am the 9A f L of Personalized Patien Home Assistance, Inc. of Chapel Hill in th Stat of North Carolina; and that the foregoing certification is true, accurate and complete to the best of my knowledge and was made and subscribed by me. I also acknowledge and understand that any misuse of State funds will be reported to the appropriate authorities for further action. Director Sworn to and subscribed before me on the day of the date of said certification. ��—VL My Commission Expires: o ary Signature and Seal) Overdue Taxes—(06/04) Page 1 of 1 Contract#68-2004 Personalized Patient Home Assistance,Inc. ATTACHMENT G CERTIFICATION REGARDING LOBBYING Orange County Department of Social Services and Orange County Department on Aging 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 c Agency/Orga tion Date (Certification signature should be same as Contract signature.) Federal Certification—Lobbying(06/04) Page 1 of 1 Contract#68-2004 Personalized Patient Home Assistance,Inc. ATTACHMENT H CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS Orange County Department of Social Services and Orange County Department on Aging 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#68-2004 Personalized Patient Home Assistance,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. cUcnz'-&, a cc ajA'LQ' Signature Title 1 Agency/Orga ation Date (Certification signature should be same as Contract signature.) Federal Certification-Debarment(06/04) Page 2 of 2 Contract#68-2004 Personalized Patient Home Assistance,Inc. ATTACHMENT I BUSINESS ASSOCIATE ADDENDUM Orange County Department of Social Services and Orange County Department on Aging This Agreement is made effective the )54-day of u` , 2006 , by and between Orange County ("Covered Entity") and Personalized Patienj Home Assistance, Inc. ("Business Associate") (collectively the "Parties"). 1. BACKGROUND a. Covered Entity and Business Associate are parties to a contract entitled #68-2004 (the "Contract"), whereby Business Associate agrees to perform certain services for or on behalf of Covered Entity. b. Covered Entity is an organizational unit of Orange County (the "County") that has been designated in whole or in part by the County as a health care component for purposes of the HIPAA Privacy Rule. c. The relationship between Covered Entity and Business Associate is such that the Parties believe Business Associate is or may be a"business associate" within the meaning of the 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 safeguard the information. 2. DEFINITIONS Unless some other meaning is clearly indicated by the context,the following terms shall have the following meaning in this Agreement: a. "HIPAA"means the Administrative Simplification Provisions, Sections 261 through 264, of the federal Health Insurance Portability and Accountability Act of 1996, Public Law 104-191. b. "Individual" shall have the same meaning as the term"individual" in 45 CFR160.103 and shall include a person who qualifies as a personal representative in accordance with 45 CFR 164.502(g). c. "Privacy Rule" shall mean the Standards 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#68-2004 Personalized Patient Home Assistance,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#68-2004 Personalized Patient Home Assistance,Inc. 4. PERMITTED USES AND DISCLOSURES a. Except as otherwise limited in this Agreement or by other applicable law or agreement, if the Contract permits, Business Associate may use or disclose Protected Health Information to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Contract,provided that such use or disclosure: 1) would not violate the Privacy Rule if done by Covered Entity; or 2) would not violate the minimum necessary policies and procedures of the Covered Entity. b. Except as otherwise limited in this Agreement or by other applicable law or agreements, if the Contract permits, Business Associate may use Protected Health Information as necessary for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate. c. Except as otherwise limited in this Agreement or by other applicable law or agreements, if the Contract permits, Business Associate may disclose Protected Health Information for the proper management and administration of the Business Associate,provided that: 1) disclosures 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#68-2004 Personalized Patient Home Assistance,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 are in accordance with the Privacy Rule. d. A breach of this Agreement by Business Associate shall be considered sufficient basis for Covered Entity to terminate the Contract for cause. cc t Signature Title Agency/Org ization Date (Certification signature should be same as Contract signature.) Contract-HIPAA(06/04) Page 4 of 4 Contract#68-2004 Personalized Patient Home Assistance,Inc. ATTACHMENT J CERTIFICATION REGARDING TRANSPORTATION Orange County Department of Social Services and Orange County Department on Aging By execution of this Agreement the Contractor certifies that it will provide safe client transportation by: 1. Insuring that all drivers (including employees, contractors, contractor's employees, and volunteers) shall be at least 18 years of age; 2. Insuring that all drivers (including employees, contractors, contractor's employees, and volunteers) shall be licensed to operate the specific vehicle used in transporting clients in accordance with Chapter 20-7 of the General Statutes of North Carolina and the Division of Motor Vehicle requirements; 3. Insuring that all vehicles used to transport clients shall have valid State registrations and State inspection stickers; 4. Insuring that all vehicles transporting clients shall have at least the minimum level of liability insurance appropriate for the type of vehicle; 5. Insuring that the contractor shall have written policies and procedures regarding how drivers handle and report client emergencies and/or vehicle crashes involving clients to contractor and how contractor notifies the Orange County Department of Social Services Signature Title Agency/O anization Date (Certification signature should be same as Contract signature.) Transportation Certification(03/06) Page 1 of 1 Contract 468-2004 Personalized Patient Home Assistance,Inc. ATTACHMENT N OUTCOMES AND REPORTING Orange County Department of Social Services and Orange County Department on Aging By signing and submitting this document, the Contractor certifies that it agrees to the following: 1. The Contractor agrees to participate in program, fiscal and administrative monitoring and/or audits,making records and staff time available to Federal, State and County staff. 2. The Contractor agrees to take necessary steps for corrective action, as negotiated within a corrective action plan, for any items found to be out of compliance with Federal, State, and County laws,regulations, standards and/or terms of the Contract. 3. The Contractor agrees that continuation of and/or renewal of this Contract is contingent on meeting the following requirements. The Contractor agrees to: A. Provide employees to perform in-home services for the County's clients, at the level, amount and frequency specified by the social worker in the In-Home Aide Service Plan. B. Provide verification,upon request, that the selected employee has been properly licensed and trained and is qualified to perform assigned tasks. C. Assign employees to clients according to the clients' needs and the employees' abilities and experience. D. In a timely manner,provide the County with information on significant changes in the clients' conditions or situations. E. Assure that the client is treated with dignity and respect, assist in protecting the client's assets and possessions, and assure confidentiality of client's circumstances. F. Allow aides to provide transportation, within reason, for both medical and personal reasons. G. Provide care at Level II as appropriate to the needs of the client. H. Maintain all financial and program records for a period of three years from the date of final payment under this agreement for inspection by the County, the Area Agency on Aging and the Comptroller General of the United States, or any of their duly authorized representatives. If any claim, litigation,negotiation, audit or other action involving the Contractor's records has been started before the expiration of the three-year period,the records must be retained until completion of the action and resolution of all issues that arise from it. I. Protective Service In-Home Aide requests are to be staffed within 24 hours and the hours to be worked are to be strictly adhered to. Referral acceptance by the Contractor is conditional on worker availability. The Contractor will notify the County within two hours if the request cannot be honored. J. High Risk In-Home Aide Service requests are to be staffed within five days. All other requests are to be filled within ten working days of the request. K. Changes in the service hours are to be made by the County. Requests for changes may be made by the Contractor,but are not finalized until notification is given by the County. Outcomes (06/04) Page 1 of 2 Contract#68-2004 Personalized Patient Home Assistance,Inc. L. The Contractor will immediately notify the County when Protective Services Cases are not staffed,when In-Home Aide workers are absent, and/or when any of the following occur: a. The client dies. b. The client enters a rest home, nursing home, or hospital. c. The client moves from the original address on the request. d. The client refuses to accept the services or to comply with care requirements. e. There are significant factors that affect the client or significant changes in a client's situation. 1 a Signature TiticQ Agency/Or ization Date (Certification signature should be same as Contract signature.) Outcomes (06/04) Page 2 of 2