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HomeMy WebLinkAbout2011-207 DSS - Flaircare, Inc. for in-home servicesn ~ p55 ~~ Contract #68-2011 Flaircare, Inc. CONTRACT # 68-2011 Fiscal Year Begins_Julyl, 2011 Ends June 30, 2012 NORTH CAROLINA ORANGE COUNTY IN-HOME AIDE PROVH)ER SERVICES AGREEMENT THIS AGREEMENT, is made and entered into this _ day of 2011 by and between Orange County, North Cazolina for and on behalf of the Orange County Department of Social Services and the .Orange County Department of Aging (the "County"); and Flaircaze, Ina (the "Contractor") whose federal tax identification number or Social Security Number is: 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" appeazs 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 & Nondiscrimination Certification (Attachment C) YES (4) Conflict of Interest Policy (Attachment D) YES (5) No Overdue Taxes Certification (Attachment E) (6) Certification Regarding Lobbying (Attachment G) (7) Certification Regarding Debarment (Attachment H) (8) Business Associate Addendum (Attachment I) (9) Certification Regarding Transportation (Attachment J) YES YES YES YES YES Contract #68-2011 Flaircare, Inc. For Services Performed on Behalf of the Department of Social Services: IF DELNERED BY US POSTAL SERVICE IF DELNERED 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)245-288.1 (919)644-3005 b lum(a,co.oran e.nc.us For Services Performed on Behalf of the Department on AaIIIQ: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Janice Tyler, Director Janice Tyler, Director 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)968-2071 ' lerii}co.oran e.nc.us For the Contractor: IF DELNERED BY US POSTAL SERVICE IF DELNERED BY ANY OTHER MEANS Stephanie Wright or Anzor Gachechiladze Stephanie Wright or Anzor Gachechiladze Flaircare, Inc. 2nn w.r__i__.. n~-__-` ci__.~_ i ~n bd.- - ' '~ Flaircare, -Inc. 7VCJ 1v1i~11~LiL ULITiGT~ CC.T.7C 77TI 4~ Chapel HiIh-NC 27516 low! M«~.n~ Caore+~t c.t,~,rd• Rd , - Chapel Hi11, NC 27516 (you I~law~.+ ~,r~d c~~ f2.d (919)960-6038 9. No Assienment 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 aC- ~' ~~~~ Contract #68-2011 Flaircare, Inc. FLAIRCARE, INC~ By: Signature. ~nZ~ c_~ Printed Name ORANGE COUNTI', NO~R~TgH-CAR( By: -~`~J2 C air, Board of County Commissioners ~/li1M~/e,~~ NAME OF S~JPERVISING DEPARTMENTS Date 0~~~ ~ oc~ ~-~ ~-~ i Department Dir or Signature Date ~r~rc 1.. ~-d7~- / De nt Director S' afore 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 cory ct _ been ed as to form and legal sufficiency. - ~ ,~/~ Si of County Attorney Date ~'-~ 1 q - rr Date r• Contract #68-2011 Flaircare, Inc. ATTACHMENT A GENERAL TERMS AND CONDITIONS Orange County Department of Social Services Relationships of the Parties Independent Contractor: The Contractor is and shall be deemed to be an independent contractor in the performance.. of this contract and as such shall be wholly responsible for the work to be performed and for the supervision of its employees. The Contractor represents that it has, or shall secure at its own expense, all personnel required in performing the services under this agreement. Such employees shall not be employees of, or have any individual contractual relationship with the County. Subcontracting: The Contractor shall not subcontract any ofthe work contemplated under this contract without prior written approval from the County. Any approved subcontract shall be subject to all conditions of this contract. Only the subcontractors specified in the contract documents are to be considered approved upon award of the contract. The County shall not be obligated to pay for any work performed by any unapproved subcontractor. The Contractor shall be responsible for the performance of all of its subcontractors. Assignment: No assignment of the Contractor's obligations or the Contractor's right to receive payment hereunder shall be permitted. However, upon written request approved by the issuing purchasing authority, the County may: (a) Forward the Contractor's payment check(s) directly to any person or entity designated by the Contractor, or (b) Include any person or entity designated by Contractor as a joint payee on the Contractor's payment check(s). In no event shall such approval and action obligate the County to anyone other than the Contractor and the Contractor shall remain responsible for fulfillment of all contract obligations. Beneficiaries: Except as herein specifically provided otherwise, this contract shall inure to the benefit of and be binding upon the parties hereto and their respective successors. It is expressly understood and agreed that the enforcement ofthe terms and conditions of this contract, and all rights of action relating to such enforcement, shall be strictly reserved to the County and the named Contractor. Nothing contained in this document shall give or allow any claim or right of action whatsoever by any other third person. It is the express intention ofthe County and Contractor that any such person or entity, other than the County or the Contractor, receiving services or benefits under this contract shall be deemed an incidental beneficiary only. Indemnity and Insurance Indemnification: The Contractor agrees to indemnify and hold harmless the County and any of their officers, agents and employees, from any claims of third parties arising out or any act or omission ofthe Contractor in connection with the performance of this contract. Insurance: During the term ofthe contract, the Contractor at its sole cost and expense shall provide commercial insurance of such type and with such terms and limits as may be reasonably associated with the contract. As a minimum, the Contractor shall provide and maintain the following coverage and limits: (a) Worker's Compensation -The contractor shall provide and- maintain Worker's Compensation Insurance as required by the laws of North Carolina, as well as employer's liability coverage with minimum limits of $500,000.00, covering all of Contractor's employees who are engaged in any work under the contract. If any work is sublet, the Contractor shall require the subcontractor to provide the same coverage for any of his employees engaged in any work under the contract. (b) Commercial General Liability - General Liability Coverage on a Comprehensive Broad Form on an occurrence basis in the minimum amount of $1,000,000.00 Combined Single Limit. (Defense cost shall be in excess of the limit of liability.) (c) Automobile -Automobile Liability Insurance, to include liability coverage, covering all owned, hired and non-owned vehicles used in performance of the contract. The minimum combined single limit shall be $500,000.00 bodily injury and property damage; $500,000.00 uninsured/under insured motorist; and $25,000.00 medical payment. The Contractor shall provide this insurance for all automobiles that are: a. owned by the Contractor and used in the performance of this contract; b. ` hired by the Contractor and used in the performance of this contract; and General Terms and Conditions - (07/10) Page 1 of 5 c. owned by Contractor's employees and used in performance of this contract ("non-owned vehicle insurance"). Non- owned vehicle insurance protects employers when employees use their personal vehicles for work purposes. Non- . owned vehicle insurance supplements, but does not replace, the car-owner's liability .insurance. The Contractor is not required to provide and maintain automobile liability insurance on any vehicle~wned, hired, or non-owned-unless the vehicle is used in the performance of this contract. (d) The insurance coverage minimums specified in subparagraph (a) are exclusive of defense costs. (e) The Contractor understands and agrees that the insurance coverage minimums specified in subparagraph (a) are not limits, or caps, on the Contractor's liability or obligations under this contract. (f) The Contractor may obtain a waiver of any one or more of the requirements in subparagraph (a) by demonstrating that it has insurance that provides protection that is equal to or greater than the coverage and limits specified in subparagraph (a). The County shall be the sole judge of whether such a waiver should be granted. (g) The Contractor may obtain a waiver of any one or more of the requirements in paragraph (a) by demonstrating that it is self-insured and that its self-insurance provides protection that is equal to or greater than the coverage and limits specified in subparagraph (a). The County shall be the sole judge of whether such a waiver should be granted. (h) Providing and maintaining the types and amounts of insurance or self-insurance specified in this paragraph is a material obligation of the Contractor and is of the essence of this contract. (i) The Contractor shall-only obtain insurance from companies that are authorized to provide such coverage and that .are authorized by the Commissioner of Insurance to do business in the State of North Carolina. All such insurance shall meet all laws of the State of North Carolina. (j) The Contractor shall comply at all times with all lawful terms and conditions of its insurance policies and all lawful requirements of its insurer. (k) The Contractor shall require its subcontractors to comply with the requirements of this paragraph. (1) The Contractor shall demonstrate its compliance with the requirements of this paragraph by submitting certificates of insurance to the County before the Contractor begins work under this contract. Contract #68-2011 Flaircare, Inc. Default and Termination Termination Without Cause: The County mayterminate this contract without cause by giving 30 days written notice to the Contractor. In that event, all fmished or unfimished deliverable items prepared by the Contractor under this contract shall, at the option of the County, become its property and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such materials, minus any payment or compensation previously made. Termination for Cause: If, through any cause, the Contractor shall fail to fulfill its obligations under this contract in a timely and proper manner, the County shall have the right to terminate this contract by giving written notice to the Contractor and specifying the effective date thereof. In that event, all finished or unfinished deliverable items prepared by the Contractor under this contract shall, at the option of the County, become its property and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such materials, minus any payment or compensation previously made. Notwithstanding the foregoing provision, the Contractor shall not be relieved of liability to the County for damages sustained by the County by virtue of the Contractor's breach of this agreement, and the County may withhold any payment due the Contractor for the purpose of setoff until such time as the exact amount of damages due the County from such breach can be determined. In case of default by the Contractor, without limiting any other remedies for breach available to it, the County may procure the contract services from other sources and hold the Contractor responsible for any excess cost occasioned thereby. The filing of a petition for bartlauptcy by the Contractor shall be an act of default under this contract. Waiver of Default: Waiver by the County of any default or breach in compliance with the terms of this contract by the Provider shall not be deemed a waiver of any subsequent default or breach and shall not be construed to be modification of the terms of this contract unless stated to be such in .writing, signed by an authorized representative of the County and the Contractor and attached to the contract. Availability of Funds: The parties to this contract agree and understand that the payment of the sums specified in this contract is dependent and contingent upon and subject to the appropriation, allocation, and availability of funds for this purpose to the County. Force Majeure: Neither party shall be deemed to be in default of its obligations hereunder if and so long as it is prevented from performing such obligations by any act of ---_ General Terms_and _Conditions_-.(07/10)__---- -- _---- __--- ___ _ _ _ __- -__--_--_-- _--_ -_ Page 2 of 5__ - I Contract #68-201 I Flaircare, Inc. commercial software, or internal components, subroutines, and interfaces therein) that perform any date and/or time data recognition function, calculation, or sequencing will support a four digit year format and will provide accurate date/time data and leap year calculations. This warranty shall survive the termination or expiration of this contract. Certification Regarding Collection of Taxes: G.S. 143- 59.1 bars the Secretary of Administration from entering into contracts with vendors that meet one of the conditions of G. S. 105-164.8(b) and yet refuse to collect use taxes on sales of tangible personal property to purchasers in North Carolina. The conditions include: (a) maintenance of a retail establishment or office; (b) presence of representatives in the State that solicit sales or transact business on behalf of the vendor; and (c) systematic exploitation of the market by media-assisted, media- facilitated, or media-solicited means. The Contractor certifies that it and all of its affiliates (if any) collect all required taxes. Miscellaneous Choice of Law: The validity of this contract and any of its terms or provisions, as well as the rights and duties of the parties to this contract, are governed by the laws of North Carolina. The Contractor, by signing this contract, agrees and submits, solely for matters concerning this Contract, to the exclusive jurisdiction of the courts of North Carolina and agrees, solely for such purpose, that the exclusive venue for any legal proceedings shall be Orange County, North Carolina. The .place of this contract and all transactions and agreements relating to it, and their situs and forum, shall be Orange County, North Carolina, where all matters, whether sounding in contract or tort, relating to the validity, construction, interpretation, and enforcement shall be determined. Amendment: This contract may not be amended orally or by performance. Any amendment must be made in written form and executed by duly authorized representatives of the County and the Contractor. Severability: In the event that a court of competent jurisdiction holds that a provision or requirement of this contract violates any applicable law, each such provision or requirement shall continue to be enforced to the extent it is not in violation of law or is not otherwise unenforceable and all other provisions and requirements of this contract shall remain in full force and effect. Headings: The Section and Paragraph headings in these General Terms and Conditions are not material parts ofthe agreement and should not be used to construe the meaning thereof. Time of the Essence: Time is of the essence in the performance of this contract. Executive Order # 24: "By Executive Order 24, issued by Governor Perdue, and N.C. G.S.§ 133-32, it is unlawful for any vendor or contractor (i.e. architect, bidder, contractor, construction manager, design professional, engineer, landlord, offeror, seller, subcontractor, supplier, or vendor), to make gifts or to give favors to any State employee of the Governor's Cabinet Agencies (i.e., Administration, Commerce, Correction, Crime Control and Public Safety, Cultural Resources, Environment and Natural Resources, Health and Human Services, Juvenile Justice and Delinquency Prevention, Revenue, Transportation, and the Office of the Governor). This prohibition covers those vendors and contractors who have a contract with a governmental agency; or have performed under such a contract within the past year; or anticipate bidding on such a contract in the future. For additional information regarding the specific requirements and exemptions, vendors and contractors are encouraged to review Executive Order 24 and G.S. Sec. 133-32. Executive Order 24 also encouraged and invited other State Agencies to implement the requirements and prohibitions of the Executive Order to their agencies. Vendors and contractors should contact other State Agencies to determine if those agencies have adopted Executive Order 24." Key Personnel: The Contractor shall not replace any of the key personnel assigned to the performance of this contract without the prior written approval of the County. The term "key personnel" includes any and all persons identified as such in the contract documents and any other persons subsequently identified as key personnel by the written agreement of the parties. Care of Property: The Contractor agrees that it shall be responsible for the proper custody and care of any property furnished to it for use in connection with the performance of this contract and will reimburse the County for loss of, or damage to, such property. At the termination of this contract, the Contractor shall contact the County for instructions as to the disposition of such property and shall comply with these instructions. Travel Expenses: Reimbursement to the Contractor for travel mileage, meals, lodging and other travel expenses incurred in the performance of this contract shall not exceed the rates established in County policy. General Tenns_and_Conditions (07/10)...._-_- ___ __--_--- -__-_ -_- ___- _ _ -- ____-_---_Page 4 Contract #68-2011 Flaircare, Inc. ATTACHMENT B SCOPE OF WORK Orange County Department of Social Services and Orange County Department on Aging Federal Tax Id. or SSN Contract # 68-2011 A. CONTRACTOR INFORMATION ~ ( ~~ ~+~~, ~ 1. Contractor Agency Name: Flaircaze. Inc. o~ 6q H OM+e(dQ T~ (~ ~ ,_~ Jj,~- ,-~(. e' 2. If different from/Contract Administrator Informatrionhin~~General Contract: Address (~~ !'-~t.(Af ~ITfKQ.~ ~.t~'C~ 1~ r / ~ Telephone Numbei~~ Number: 933'~'~¢y( Email:~~~N.~'1-sltG9~ktc.l~c.GW~'•~•vaf!$ .CS~fM 3. Name of Program (s): In-Home Services (/ 4. Status: ( )Public ( )Private, Not for Profit (~ Private, For Profit 5. Contractor's Financial Reporting Yeaz Julv 1, 2011 through June 30.2012 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 Agine'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 II Home Manaeement 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 E. Details of Billing process and Time Frames; The Counri will reimburse the Contractor for services described in this contract up to the budgetary limits of the contract allotment. The Counri 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 preceding month's expenditures to the deli nguated Counri Administrator. All invoices for the provision of services to the Department of Social Services shall be submitted to the Administrator for said Department. All invoices for the provision of services to the Deyamnent on Aline shall be submitted to the Administrator for said Department. The County will reimburse the Contractor monthlyupon receipt of a complete and correctly filed report. Contract-Scope of Work (06/04) Page lof 2 Contract #68-2011 Flaircare, Inc. F. Area to be served/Delivery site(s): Oranee County ~~ (Signature of epartment Director) ~.ic . (Signature of Cont or) Coln°17-11 (Date Submitted) -c ~1, (Si a re of Depar eat Director) ~ -ate (Date Submitted) 5-- t9-cr (Date Submitted) Contract-Scope of Work (06/04) Page 2of 2 Contract #68-2011 Flaircare,Inc. ATTACHMENT C CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS AND CERTIFICATION REGARDING NONDISCRIMINATION Orange County Department of Social Services I. By execution of this Agreement the Contractor certifies that it will provide adrug-free workplace by: A. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the Contractor's workplace and specifying the actions that will be taken against employees for violation of such prohibition; B. Establishing adrug-free awareness program to inform employees about: (1) The dangers of drug abuse in the workplace; (2) The Contractor's policy of maintaining a drug-free workplace; (3) Any available drug counseling, rehabilitation, and employee assistance programs; and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; C. Making it a requirement that each employee be engaged in the performance of the agreement be given a copy of the statement required by paragraph (A); D. Notifying the employee in the statement required by paragraph (A) that, as a condition of employment under the agreement, the employee will: (1) Abide by the terms of the statement; and (2) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction; E. Notifying the County within ten days after receiving notice under subparagraph (D)(2) from an employee or otherwise receiving actual notice of such conviction; F. Taking one of the following actions, within 30 days of receiving notice under subparagraph (D)(2), with respect to any employee who is so convicted: (1) Taking appropriate personnel action against such an employee, up to and including termination; or (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; and Making a good faith effort to continue to maintain adrug-free workplace through implementation of paragraphs (A), (B), (C), (D), (E), and (F). Federal Certification -Drug-Free Workplace (07/10) Page 1 of 2 Contract #68-2011 Flaircaze, Inc. 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 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 beneft 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 ofn.~. CytG7~~Irta.Vln ~_ I v~ ~r~~-y ~-- ~-~-J~-. Notary Public for said County and State, certify tha`t' 1 _ A -~ 2a r ~7aC' h V l 1 ~ ~ Z ~-- personally appeared before me this day and acknowledged that he/she is ~~~1[~Q.~~ of __ F(a.~rC r.~ /n ~ 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 O ~ day of ,cth? , 2 Q(( . Sworn to and subscribed before me this ~ day of y~~_ ~~. Conflict of Interest Policy (06/04) Page 2 of 3 Contract #68-2011 ``,`,~~~~,,,,,, Flaircare,Inc. `~~~ OVEtT NE Y ~~ ~i~~~ ~~ G C~ '~~ s C ~ ~~ ~ ~ ~ ~ (~ffigi~Seal) . _ ~~ Notary Pu lic ~ ~ ~~ e--~ ~ 9j~ ~ ,~ /~ n/: y ~ ~~ My Commission expires /~/~~(~-~',~~V' ,`~~20`~ 11 ~~--~ Attached is the Conflict of Interest Policy for: Flaircare, ~R ~ ~ ~ ~ ignature of Corporation O ial Conflict of Interest Policy (06/04) Page 3 of 3 Hom CarF patch .. avers ATTACHMENT E June 10, 2011 Contract #68-2011 FlairCare, Inc. To: Orange County Department of Social Services Certification: We certify that FlairCare, Inc., dba Homewatch CareGivers of the Triangle 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. 143C-6-23(c) is guilty of a criminal offense punishable as provided by N.C.G.S. 143C-10-1. Sworn Statement: Anzor Gachechiladze and Kimberly A. Flair being duly sworn, say that we are the Board Chair and Secretary of the Board, respectively, of FlairCare, Inc., dba Homewatch CareGivers of the Triangle 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. Q - Anzor G echiladze, Board Chair ~u( •1 Kimberly A. F r, Secretary of the Board Sworn to and subscribed before me on the OVERDUE TAXES ~~GOURrN'~~~. ~f the date o~~ajd~~rtification. NO~ (1 ~~ • ^/ ' J 9 y Commission Ex' es: ar(~ ~v ~y~ ~p ~? (Notary n ture and Seal) ''~~~I~V~~ ~G`~~'~ /I/U111N homewatchcaregivers.com 001 LTHD Contract #68-2011 Flaircare, Inc. ATTACHMENT G CERTIFICATION REGARDING LOBBYING Orange County Department of Social Services Certification for Contracts. Grants. Loans and Cooperative Agreements 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 Federal, state or local government agency, a Member of Congress, a Member of the General Assembly, an officer or employee of Congress, an officer or employee of the General Assembly, an employee of a Member of Congress, or an employee of a Member of the General Assembly in connection with the awarding of any Federal or state contract, the making of any Federal or state grant, the making of any Federal or state loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal or state 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 ofl=lcer or employee of any Federal, state or local government agency, a Member of Congress, a Member of the General Assembly, an officer or employee of Congress, an officer or employee of the General Assembly, an employee of a Member of Congress, or an employee of a Member of the General Assembly in connection with the awarding of any Federal or state contract, the making of any Federal or state grant, the making of any Federal or state loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal or state contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. (4) 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 and not more than $100,000 for each such failure. Notwithstanding other provisions of federal OMB Circulars A-122 and A-87, costs associated with the following activities are unallowable: Paragraph A. (1) Attempts to influence the outcomes of any Federal, State, or local election, referendum, initiative, or similar procedure, through in kind or cash contributions, endorsements, publicity, or similar activity; (2) Establishing, administering, contributing to, or paying the expenses of a political party, campaign, political action committee, or other organization established for the purpose of influencing the outcomes of elections; (3) Any attempt to influence: (i) The introduction of Federal or State legislation; or (ii) the enactment or modification of any pending Federal or State legislation through communication with any member or employee of the Congress or State legislature (including efforts to influence State or local Federal Certification -Lobbying (07/08) Page 1 of 3 Contract #68-2011 Flaircare, Inc. (5) Agencies shall establish procedures for resolving in advance, in consultation with qMB, any significant questions or disagreements concerning the interpretation or application of this section. Any such advance resolution shall be binding in any subsequent settlements, audits or investigations with respect to that grant or contract for purposes of interpretation of this Circular; provided, however, that this shall not be construed to prevent a contractor or grantee from contesting the lawfulness of such a determination. Paragraph R $xecutive lobbying costs. Costs incurred in attempting to improperly influence either directly or indirectly, an employee or officer of the Executive Branch of the Federal Government to give consideration or to act regazding a sponsored agreement or a regulatory matter are unallowable. Improper influence means any influence that induces or tends to induce a Federal employee or officer to give consideration or to act regarding a federally sponsored agreement or regulatory matter on any basis other than the merits of the matter. ~~ Signtat--ure n _ _ ? ` - Age cy/Organization ~~~~ Title ~' t9 - t( Date (Certification signature should be same as Contract signature.) Federal Certification -Lobbying (07/08) Page 3 of 3 Contract #68-2011 Flaircaze, 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 lmowingly 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 Regazding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lpwer 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. 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. Federal Certification -Debarment (07/08) Page 1 of 2 Contract #b8-2011 Flaircare, Inc. 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. o` ~~~~ Signature Title ~~ac,c'~cC~~, ~u.c . oR h~ Agency/Organization Date (Certification signature should be same as Contract signature.) Federal Certification -Debarment (07/08) Page 2 of 2 Contract #68-2011 Flaircaze, Inc. f. "Required By Law" shall have the same meaning as the term "required by law" in 45 CFR 164.103. g. "Secretary" shall mean the Secretary of the United States .Department of Health and Human Services or his designee. h. "Security Incident" shall have the same meaning as the term "security incident" in 45 CFR 164.304. i. Unless otherwise defined in this Agreement, terms used herein shall have the same meaning as those terms have in the Privacy and Security Rules. 3. OBLIGATIONS OF BUSINESS ASSOCIATE a. Business Associate agrees to not use or disclose electronic protected health information or other protected health information other than as permitted or required by this Agreement or as required by law. b. Business Associate agrees to implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic protected health information and other protected health information that it creates, receives, maintains, or transmits on behalf of Covered Entity, as required by the Privacy and Security Rules. 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 electronic protected health information or other protected health information by Business Associate in violation of the requirements of this Agreement. d. Business Associate agrees to report to Covered Entity (i) any use or disclosure of electronic protected health information or other protected health information not provided for by this Agreement of which it becomes aware and (ii) any security incident of which it becomes aware. e. Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides electronic protected health information and/or other protected health information received from, or created or received by Business Associate on behalf of Covered Entity (i) agrees to be bound by the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such information, and (ii) agrees to implement reasonable and appropriate safeguards to protect such information. f. Business Associate agrees to provide access, at the request of Covered Entity, to electronic protected health information and other 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 Covered Entity, to make any amendment(s) to electronic protected health information and other protected health information in a Designated Record Set that 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 concerning electronic protected health information and other protected health information, relating to the use and disclosure of electronic protected health information and other protected health information received from, or created or received by Business Associate on behalf of, Covered Entity available to the Covered Entity, or to the Secretary, in a time and manner Contract-Scope of Work (07/08) Page 2of 5 Contract #68-2011 Flaucare, Inc. 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 3) If neither termination nor cure is feasible, report the violation to the Secretary as provided in the Privacy and Security Rules. 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 electronic protected health information and other protected health information received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to electronic protected health information and other protected health information that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the electronic protected health information or other protected health information.. 2) In the event that Business Associate determines that returning or destroying the electronic protected health information or other 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 electronic protected health information and other protected health information and limit further uses and disclosures of such electronic protected health information and other protected health information to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such electronic protected health information and other 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 and Security Rules 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 and Security Rules. d. A breach of this Agreement by Business Associate shall be considered sufficient basis for Covered Entity to terminate the Contract for cause. Contract-Scope of Work (07/08) Page 4of 5 Contract #68-2011 Flaircare, 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 vehicle registration notices (verify both license tag and inspection expiration dates); 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 ~~ ~QL~ Title I~~Ctic:u~'~e.~'-e ~ ~ (tic . c~ (~q A~g~cy~rganization Date (Certification signature should be same as Contract signature.) Transportation Certification (05/09) Page 1 of 1 Contract #68-201 I Flaircare, Inc. O. 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. P. Changes in the service hours are to be made by the County. Requests for changes maybe made by the Contractor, but are not finalized until notification is given by the County. Q. 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. ~~ Signature Ag~ y/Organization ~c~~--~Cr'*~/ Title ~-t9-1/ Date (Certification signature should be same as Contract signature.) Outcomes (06/04) Page 2 of 2