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HomeMy WebLinkAbout2011-222 DSS - Charles House Association for Adult Day Servicer Co~~tract #bs-zoos Charlcs House Associatio^ Contract # 68-2009 Fiscal Year Begins Julyl, 2011 Ends June 30. 2012 This contract is hereby entered into by and between the Orange County Department of Social Services (the "County") and Charles House Association (the "Contractor") (referred to collectively as the "Parties"). The Contractor's federal tax identification number or Social Security Number is ~..~'- ~~~ Contract Documents: This Contract consists of the following docrunents (1) This contact (2) The General Terms and Conditions (Attachment A) (3) The Scope of Work, description of services, and rate (Attachment B) (4) Federal Certification Regarding Drug-Free Workplace & Certification Regarding Nondiscrimination (Attachment C) (5) Conflict of Interest (Attachment D) (6) No Overdue Taxes (Attachment E) (7) E-IIPAA Business Associate Addendum (Attachment I) (8) Certification of Transportation (Attachment J) (9) IRS Federal Tax Exempt Letter or 501(c)(3) (Attachment K) (10) Outcomes and Reporting (Attachment N) These documents constihite the entire agreement between the Parties and supersede all prior oral or written statements or agreements. 2. I'rccedence Among Contract Docwnents: In the event of a conflict between or among the teiro~s of the Contract Documents, the terms in the Contract Document with the highest relative precedence shall prevail. The order of precedence shall be the order of documents as listed in Paragraph 1, above, with the first-listed document having the highest precedence and the last-listed document having the lowest precedence. If there are multiple Contract Amendments, the most recent amendment shall have the highest precedence and the oldest amendment shall have the lowest precedence. 3. Effective Period: This contract shall be effective on July 1, 2011 and shall terminate on June 30, 2012. This contract must be twelve months or less. 4. Contractor's Duties: The Contractor shall provide the services and in accordance with the approved rate as described in Attachment B, Scope of Work, and shall meet the requirements set forth in Attachment N, Outcomes and Reporting. 5. County's Duties: The County shall pay the Contractor in the manner and in the amounts specified in Che Contact Documents. The total amount paid by the County to the Contractor under this contract shall not exceed $25,000. This amount consists of $25,000 in Federal (CFDA # ), State and County funds, $0 (sozrrce of other fiu~ds if ap/~licable). [X] a. There are no matching requirements from the Contractor. [ ] b. The Contactor's matching requirement is $ ,which shall consist of: [ ] [n-kind [ ]Cash [ ]Cash and In-kind [ ]Cash and/or In-kind The cont-ibutions from the Contractor shall be sourced from non-federal funds: The total contract amount including any Contractor match shall not exceed $25,000. C,. Reporting Requirements: Contractor shall comply with audit requirements as described in N.C.G.S. ~ 143C-6-22 & 23 and OMB Circular A-133. o~ ss ~ Contact-General (07/10) Page I of3 Contract #6S-?009 Charles House Association 7. Payment Provisions: Payment shall be made in accordance with the Contract Documents as described in the Scope of Work, Attachment B. 8. Contract Administrators: All notices permitted or required to be given by one Party to the other and all questions about the contract from one Party to the other shall be addressed and delivered to the other Party's Contract Administrator. The name, post office address, street address, telephone number, fax number, and email address of the Parties' respective initial Contract Administrators are set out below. Either Party may change the name, post office address, street address, telephone number, fax number, or email address of its Contract Administrator by giving timely written notice to the other Party. For the County: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Denise Shaffer, Social Work Program Director Denise Shaffer, Social Work Program Director Orange County Department of Social Services Orange County Department of Social Services P.O. Box 81.81 2501 Homestead Road Hil Isborough, NC 27278 Chapel Hill, NC 27516 (919) 968-2000 ext.246 (919)968-2012 dshafter(c~co.oran~c.nc.us Program Contact: Renee Bynum, Adult Services Supervisor Orange County Department of Social Services P.O. Box 8181 113 Mayo Street Hillsborough, NC 27278 (919)245-2881 For the Contractor: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Paul Klever Paul Klever Charles House Association Charles House Association 109 Hillcrest Avenue 109 Hillcrest Avenue Carrboro, NC 27510 Carrboro, NC 27510 (919) 967-7570 Contract-General (07/l0) Page 2 of 3 Contract #6S-?009 Charles Housc Assoc4ation ). Signature Warranty: The undersigned represent and warrant that they are authorized to bind their principals to the terms of this agreement. The Contractor and the County have executed this contract in duplicate originals, with one origin~il being retained by each party. RL>1S HOUSE ASSOC[ATION ln'~"~1i Signature """' Printed Name Title Oi2ANGG COUNTY Signature, apartment of Social Services Director Date Printed Name 1 J,~t Title This instrument has been pre/-aau-d_ited in the manner required by the Local Government Budget and Fiscal Control Act. Clarence G. Grier, Financial Services Director Date This ddnt~-act h~s~aeen,approved as to form and legal sufficiency. Annette M. Moore. Staff A llate Contract-General (07/10) Page 3 of 3 Contract #68-2009 Charles Flouse Association 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 bean 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 Connractor 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. the County or the Contractor, receiving sclvices 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 ofticers, agents and employees, from any claims of third parties arising out or any act or omission of the Contractor in connection with the performance of this contract. Subcontracting: The Contractor shall not subcontract any of the work contemplated under this contract without prior written approval from the County. Any approved subcontract shall be subject to 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 of the terms and conditions of this contract, and all rights of action relating to such enforcement, shall be strictly reserved to the County and the named Contractor. Nothing contained in this document shall give or allow any claim or right of action whatsoever by any other third person. It is the express intention of the County and Contractor that any such person or entity, other Chan Insurance: During the term of the contract, the Contractor at its sole cost and expense shall provide commercial insurance of such type and with such terms and limits as may be reasonably associated with the contract. As a minimum, the Contractor shall provide and maintain the following coverage and limits: (a) Worker's Compensation -The contractor shall provide and maintain Worker's Compensation Insurance as required by the laws of North Carolina, as well as employer's liability coverage with minimum limits of $500,000.00, covering all of Contractor's employees who are engaged in any work under the contract. If any work is sublet, the Contractor shall require the subcontractor to provide the same coverage for any of his employees engaged in any work under the contract. (b) Commercial General Liability - General Liability Coverage on a Comprehensive Broad Form on an occurrence basis in the mininuun 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 mm~umum combined single limit shall be $500,000.00 bodily injury and property damage; $500,000.00 uninsured/underimsured 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) Pa~c I of 5 c. owned by Contractor's employees and used in performance of Chis contract ("non-owned vehicle insurance"). Non- owned vehicle insurance protects employers when employees use their personal vehicles for work purposes. Non- ownedvehicle 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 airy vehicle-owned, hired, or non-owned-unless the vehicle is used in the performance of this contracC. (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 teens 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. Conn act #GS-200J Charles House Association Default and Termination Termination Without Cause: The County may terminate this contract without cause by giving 30 days ~~~ritten notice to the Contractor. In that event, all finished or unfinished deliverable items prepared by the Contractor under this contract shall, at the option of the County, become its property and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such materials, minus any payment or compensation previously made. Termination for Cause: If, through any cause, the Contractor shall fail to fulfill its obligations under this contract in a timely and proper manner, the County shall have the right to terminate this contract by giving written notice to the Contractor and specifying the effective date thereof. In that event, all finished or unfinished deliverable items prepared by the Contractor under this contract shall, at the option of the County, become its property and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such materials, minus any payment or compensation previously made. Notwithstanding -the foregoing provision, the Contractor shall not be relieved of liability to the County for damages sustained by the County by virtue of the Contractor's breach of this agreement, and the County may withhold any payment due the Contractor for the purpose of setoff until such time as the exact amount of damages due the County from such breach can be determined. In case of default by the Contractor, without limiting any other remedies for breach available to it, the County may procure the contract services from other sources and hold the Contractor responsible for any excess cost occasioned thereby. The filing of a petition for bankruptcy by the Contractor shall be an act of default under this contract. Waiver of Default: Waiver by the County of any default or breach in compliance with the teens 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 teens 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/l0) Page 2 of 5 Contract #6h-2009 Charles I-louse Association war, hostile foreign action, nuclear explosion, riot, strikes, civil insurrection, earthquake, hurricane, tornado, or other catastrophic nahiral event or act of God. Survival of Promises: All promises, requirements, terms, conditions, provisions, representations, guarantees, and warranties contained herein shall survive the contract expiration or termination date unless specifically provided otherwise herein, or unless superseded by applicable Federal or State statutes of limitation. Intellectual Property Rights Confidentiality Confidentiality: Any information, data, instruments, documents, studies or reports given to or prepared or assembled by the Contractor under this agreement shat I be kept as confidential and not divulged or made available to any individual or organization without the prior written approval of the County. The Contractor acknowledges that in receiving, storing, processing or otherwise dealing with any confidential information it will safeguard and not further disclose the information except as otherwise provided in this contract. Copyrights and Ownership of Deliverables: All deliverable items produced pursuant to this contract are the exclusive property of the County. The Contractor shall not assert a claim of copyright or other property interest in such deliverables. Federal Intellectual Property Banla•uptcy Protection AcC: The Parties agree that the County shall be entitled to all rights and benefits of the Federal Intellectual Property Bankruptcy Protection Act, Public Law 100-506, codified at 11 U.S.C. 36S (n) and any amendments thereto. Compliance with Applicable Laws Compliance with Laws: The Contractor shall comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conductof its business, including those of federal, state, and local agencies having jurisdiction and/or authority. Title VI, Civil Rights Compliance: In accordance with Federal law and U.S. Department of Agriculture (USDA) and U.S. Deparhnent of Health and Human Services (HHS) policy, this institution is prohibited from discriminating on the basis of race, color, national origin, sex, age or disability. Under the Food Stamp Act and USDA policy, discrimination is prohibited also on the basis of religion or political beliefs. Equal Employment Opportunity: The Contractor shall comply-with all federal and State laws relating to equal employment opportunity. Health [nsurance Portability and Accountability Act (HIPAA): The Contractor agrees that, if the County determines that some or all of the activities within the scope of this contract are subject to the Health Insurance Portability and Accountability Act of 1996, P.L. 104-91, as amended ("HIPAA"), or its implementing regulations, it will comply with the HIPAA requirements and will execute such agreements and practices as the County may require to ensure compliance. Oversibht Access to Persons and Records: The State Auditor shall have access to persons and records as a result of all contracts or grants entered into by State agencies or political subdivisions in accordance with General Statute 147-64.7. Additionally, as the State funding authority, the Department of Health and Human Services shall have access to persons and records as a result of all contracts or grants entered into by State agencies or political subdivisions. Record Retention: Records shall not be destroyed, purged or disposed of without the express written consent of the County. The Department of Health and Human Services' basic records retention policy requires all records to be retained for a minimum of three years following completion or termination of the contract. If the contract is subject to Federal policy and regulations, record retention wilt normally be longer than three years since records must be retained for a period of three years following submission of the final Federal Financial Status Report, if applicable, or three years following the submission of a revised final Federal Financial Status Report. Also, if any litigation, claim, negotiation, audit, disallowance action, or other action involving this contract has been started before expiration of the three year retention period described above, the records must be retained until completion of the action and resolution of all issues which arise from it, or until the end of the regular three year period described above, whichever is later. Warranties and Certifications Date and Time Warranty: The Contractor warrants that the product(s) and service(s) furnished p~u•suant to this contract ("product" includes, without limitation, any piece of equipment, hardware, firmware, middleware, custom or General Terms and Conditions - (07/10) Page 3 of 5 Couu~act #68-2009 Charles House Association 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 ofthis contract. Certification Regarding Collection of Taxes: G.S. 143- 59.1 bars the Secretary of Administration from entering into conh•acts 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. Time of the Essenee: Time is of the essence in the performance ofthis 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 1-Inman 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. 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 exchrsive 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 a(I 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. 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 perfoi-mince of this contract without the prior written approval of the County. The teen "key personnel" inchides 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 ofthis 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 Terms and Conditions - (07/l0) ~ Page 4 of ~ Contract #6S-?009 Charles House Association Sales/Use Tax Refunds: If eligible, the Contractor and all subcontractors shall: (a) ask the North Carolina Department of Revenue for a refund of all sales and use taxes paid by them in the performance of this contract, pursuant to G.S. 105-164.14; and (b) exclude all refundable safes and use taxes from all reportable expenditures before the expenses are entered in their reimbursement reports. Advertising: The Contractor shall not use the award of this contract as a part of any news release or commercial advertising. Orange County Living Wage: Orange County is committed to providing its employees with a living wage and encourages agencies to which it provides funding to pursue the same goal. The County's living wage hourly standard, as adopted by the Orange County Board of County Commissioners annually, can be found in the Orange County Budget Ordinance. To the extent possible, Orange Cowlty recommends that the Contractor and all subcontractors provide a living wage, as defined in this section, to their employees. General Terms and Conditions - (07/ 10) Page 5 of 5 Contract #64-2009 Charles House Association ATTACHMENT B SCOPE OF WORK Orange County Department of Social Services Federal "fax [d. or SSN ~ ~' ~ Contract # 68-2009 A. CONTRACTOR INFORMATION l . Contractor Agency Name: Charles House Association 2. if efferent from Contract Administrator Information in General Contract: Telephone Number: Fax Number: Email: Name of Program (s): Adult Day Service 4. Status: ( )Public (X) Private, Not for Profit ( )Private, For Profit 5. Contractor's Financial Reporting Year July 1, 2011 through June 30, 2012 B. Explanation of Services to be provided and to whom (include SIS Service Code): The Contractor will provide Adult Da~Services (SIS Code 0301 to clients of the Orange County Department of Social Services These services will be provided in accordance with provtstons set forth in Volume IV of the Adttlt and Family Services Manual Chapter II-Adult Day Care Services 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, Maxitnutn Allowable, (See Rates for Services Chart) $33 07/day 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. Tl~e County will reimburse the Contractor at a rate of $33 07/day for approved services provided. For reimbursement the Contractor must submit an original and two copies of an invoice by the fifth of the month for the preceding month's expenditures to the designated County Administrator. The Count will reimburse the Contractor monthly upon receipt of a complete and correctly filed report The service(s) under contract with the Contractor are services for which a client may voluntarily contribute to the cost Policies regarding the solicitation and acceptance of voluntary Contract-Scope of Work (06/04) Page (of 2 Contract #68-2009 Charles House Association contributions are contained in Family Services Manual Volume Vi Chapter TII If a client voluntarily contributes to the cost of service the CountXwill inform the Conh-lctor of the v~iount of the contribution and of any subsequent chln~es The Contractor will establish a plan with the cltent for accepting the contribution on at least a monthly basis• and when contributions are not received within ten days of the a reed upon date will notify the client in writing and send a copy of the notification to the County No other fees for services tnav be charged to the client Client contributions are to be reported monthly to the County F. Area to be served/Delivery site(s): Orange County ( ignature County Authorized Person) _ 61-c~5-tl _ (Date Submitted) (Signature of Contractor) G~- 7-~zt (Date Submitted) Conn•act-Scope of Work (06/04) Page 2of 2 Contract #68-?009 Charles House Association ATTACHMENT C CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS AND CERTIFICAT[ON 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 Contractors 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 adrug-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 terns 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 I of 2 Contract #C>i;-?009 Charles House Association [I. The site(s) for the performance of work done in connection with the specific agreement are listed below: (Street address) (City, county, state, zip code) (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 (45 C.F.R. Section 82.510. Section 4 CFR Part 85, Section 85.615 and 86.620). CERTIFICATION REGARDING NONDISCRIMINATION. The Vendor certifies that it will comply with all Federal statutes relating to nondiscrimination. These include but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. ~~1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §794), which prohibits discrimination on the basis of handicaps; (d) the Age Discrimination Act of 1975, as amended (42 U.S.C. S§6101-6107), which prohibits discrimination on the basis of age; (e) the Drug Abuse Office and Treatment Act of 1972 (P. L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (f) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; (g) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; (h) the Food Statnp Act and USDA policy, which prohibit discrimination on the basis of religion and political beliefs; and (i) the requirements of any other nondiscrimination statutes which may apply to this Agreement. Signature ~~,~.~ ~ rt/,~ ~ r12~ia ~C?2 Title CAS `~u.S~ j`t~OCtq~t~t~'IJ Agency/Organization r~ ~~ Date (Certification signature should be same as Contract signature.) Federal Certification - Drums Free Workplace (07/(0) Page 2 of 2 Contract #68-?009 Charles House Association ATTACHMENT D CONFLICT OF INTEREST POLICY Orange County Department of Social Services Instructions: This document is intended as an aid to assist non-State entities in establishing a conflict of interest policy. It is not intended to be used verbatim, but rather to serve as a template for nongovernmental organizations as they craft their individual conflict of interest policy. This example includes definitions of what is considered unacceptable, and the consequences of any breaches thereof. Each organization that chooses to use this template should take care to make changes that reflect the individual organization. Conflict of [merest Delined: 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 etnployee 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 recetves 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 tnember of the Board of Directors/Trustees or an etnployee 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. Tllis 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 Conflict of hiterest Policy (06/04) Page 1 of 3 Contract #65-2009 Charles House Association 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 conh•act 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 ~ t j j1n'1O~n ,Notary Public for said County I, ~' ~ t La ba 4'h '~' and State, certify that PetN.~ s• K~lytr personally appeared before the this day and acknowledged that he/she is LCJCgeu.>Fi ~'~- ~~~Cl. t~fn~ of C,/'~Ar ti~'G ~'}OUSt AS5O G/0.f1 a.. and by that authority duly given and as the act of the corporation, affirmed that the foregoing Conflict of Interest Policy was adopted by the Board of Directors in a meeting held on the ~ day of ~ ~r1~. L~j~ Sworn to and subscribed before me this ~ day of J ~t.~,C , ZOtI . i (Official Seal) Notary Public [v1y Commission expires l / - !~ , 20 / 5/ Conflict of Interest Policy (06/04) Page 2 of 3 Contract #68-2009 Charles House Association Attached is the Conflict of Interest Police for: Charles House Association Signature of Corporation Official Conflict of Interest Policy (06/04) Page 3 of 3 Contract #68-2009 Charles House Association ATTACHMENT E OVERDUE TAXES Orange County Department of Social Services Instructions: Grantee should complete this certification for all funds received. Entity should enter appropriate data in the yellow highlighted areas. The completed and signed form must be provided to the County Department of Social Services. Entity's Letterhead [Date of Certification (mmddyyyy)] To: Orange County Department of Social Services Certitication: We certify that the [insert organizatia~'s ~aameJ 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: [Name of Board Chair] and [Name of Second Authorizing Official] being duly sworn, say that we are the Board Chair and [Title of the Second Authorizing OfficialJ, respectively, of [insert name of organization] of [City] in the State of [Name of State]; 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. Board Chair [Title of Second Authorizing Official] Sworn to and subscribed before me on the day of the date of said certification. My Commission Expires: (Notary Signature and Seal) Overdue Taxes - (07/08) Page l of I CHARLES HOUSE ASSOCIATIOI`I Helping Peo,ole Age the \x/ay They Ha~~e Li~~ecl June 7, 2011 To: Orange County Department of Social Services Serving Seniors and Their Families Since 1990 Certification: We certify that Charles House Association does not have any overdue tax Enriching thervefofseniois at the federal or local level. We state debts as defined by N.C.G. 105-243.1 Supportinyfami/ies caringfor , , , , ~rther understand that any person ~~vho makes a false statement in violation of oging fcr~ni/y members Reprerentingthe commcmdyf N.C.G.S. 143-6-23(c) is guilty of a criminal offense punishable as provided by comm~tnenft`o~re/derr N.C.G.S.143C-10-1. BOARD OF DIRECTORS Melvin Hurston and Michael Luke Riggsbee, being duly sworn, say that we are the-Board President and Secretary, respectively, of Charles House Association PRESIDENT of Carrboro, in the state of North Carolina; and that the foregoing certification Melvin Hurston is true, accurate and complete to the best of our knowledge and was made and VICE PRESIDENT subscribed by us. We also acknowledge and understand that any misuse of Beth Tillman State funds will be reported to the appropriate authorities for further action. SECRETARY ~'~ ~ `~ Luke Riggsbee - j~ ~~ ~ ~ ° { TREASURER /Board President Duval Byrd Dickie ~~drews Boar Secretary Jan Busby-Whitehead Patty Hill Norman Klase Caroline Resnick Jerry Salak Sworn to and subscribed before me on the day of the date of said certification. Cindy Skocik Philip Sloane "Notary Signature and Seal EXECUTIVE DIRECTOR Paul Keever My Commission Expires: l! ' ! 3 -/ S 109 Hillcrest Avenue, Carrboro, NC 27510; (919) 967-7570; Fax (919) 967-7576 Contract #63-2009 Charles House Association ATTACI-IAIENT [ BUSINESS ASSOCIATE ADDENDUM Orange County Department of Social Services abtl This Agreement is made effective the ~. day of J~~ti , 200_, by and between Orange County ("Covered Entity") and Charles House Associat not Business Associate") (collectively the "Parties"). 1. BACKGROUND a. Covered Entity and Business Associate are parties to a contract entitled #68-2009 (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 and Security Rules. 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 and Security Rules. d. The Parties enter into this Business Associate Addendum to the Contract with the intention of complying with the HIPAA Privacy and Security Rules provision that a covered entity may disclose electronic protected health information or other protected health information to a business associate, and may allow a business associate to create or receive electronic protected heath information or other protected health 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. "Electronic Protected Health [nformation" shall have the same meaning as the term "electronic 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. b. "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. c. "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). d. "Privacy and Security Rules" shall mean the Standards for Privacy of Individually Identifiable Health Information and the Security Standards for the Protection of Electronic Protected Health Information set out in 45 CFR part 160 and part 164, subparts A and E. e. "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 froth or on behalf of Covered Entity. Contract-Scope of Work (07/08) Page lof 5 Contract #68-2009 Charles House Association 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 hncident" shall have the same meaning as the term "security incident" in 45 CFR (64.304. i. Unless otherwise defined in Chis 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 bylaw, 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 Contx•act-Scope of Work (07/08) Page 2of 5 Contract #68-2009 Charles I-louse Association designated by the Secretary, for purposes of the Secretary determining Covered Entity's compliance with the Privacy and Security Rules. i. Business Associate agrees to document such disclosures of electronic protected health information and other protected health 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 electronic protected health information and other 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. 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 electronic protected health information and other 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 and Security Rules if done by Covered Entity; or 2) would not violate the minimum necessary policies and procedw•es 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 electronic protected health information and other 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 electronic protected health information and other 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 bylaw 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 ofthe 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 tnay use electronic protected health information and other 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 electronic protected health information or other 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: Contract-Scope of Work (07/08) Page 3of 5 Contract #68-2009 Charles House Association 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 setices 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 infortnation or other protected health information is not feasible, Business Associate shall provide to Covered Entity notification of the conditions that [Hake 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 infortnation and other protected health infortnation 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 Contact #6~-?009 Charles House Association ~~~~ C~~zC/r~o' (Si; attire of epartment Director) 0~-05`- l I (Date Submitted) ~V~,,, D (mil (Si ;nature of Contractor) ~ ~ `7 ~1/ (Date Submitted) (Signatm~e of Department Director) (Date Submitted) Contract-HIPAA (06/04) Page 5 of 5 Contract #6S-2009 Charles House Association ATTACHMENT J CERTIFICATION REGARDING TRANSPORTATION Orange County Department of Social Services By execution of this Agreement the Contractor certifies that it will provide safe client transportation by: 1. Insuring that all drivers (including employees, contractors, contractor's employees, and volunteers) shall be at least 18 years of age; 2. hlsuring 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 ~,c,~~.~r fvr~ ~~~2,~-~x~rz Title C~i4~L~S ~t,~~~ ~~~~cl~--~ ~ ~ ! " 'fie ~ Agency/Organization Date (Certification signature should be same as Contract signature.) Transportation Certification (05!09) Page 1 of 1 Contract #68-2009 Charles House Association ATTACHMENT I{ 501(c)(3) and TAX EXEMPT STATUS Orange County Department of Social Services What is a Private Non Protit Agency? Answer: A private non profit is an organization that is incorporated under State law and whose purpose is not to make. a profit, but rather to further a charitable, civic, religious, scientific, or other lawful purpose. The Secretary of State's office grants corporate status to organizations in North Carolina. What is a 501(c)(3) designation? A~zswer: When the agency becomes a state private non profit corporation, it can then apply for 501(c)(3) designation through the IRS. Once the IRS grants 501(c)(3) status, the organization is exempt from certain taxes and any donations to the charitable organization are tax deductible. Many individuals and organizations prefer to make donations to 501(c)(3) private non profits. Who can obtain a 501(c)(3) designation? Answer: Any organization or group can apply for 501(c)(3) status, provided their charter or mission focuses on the non profit's objective. Another option is to apply fora 509(a)(1) status which falls under the 501(c)(3) umbrella. Being a 509(a)(1) designates an organization as a tax-free public charity that receives most of its support from a governmental unit or from the general public. Becoming a 509(a)(1) provides public recognition oftax-exempt status, advance assurance to donors of deductibility of contributions, exemption from certain State and federal taxes, and non profit mailing privileges. Organizations that typically qualify are churches, educational institutions, hospitals, and governmental units. To learn more about non profits, visit www.irs.~~ov, or call the tax-exempt helpline at 877-829- 4933. How does a Private Non Profit obtain Tax Exempt Status? A private non profit must apply to the IRS for tax exempt status. To qualify, applicants must complete and submit to the IRS Form 1023. Once federal tax exempt status is granted, the private non profit applies for State tax exempt status by completing Form CD-435 and submitting it to the N. C. Department of Revenue. Please attach proof of 501(c)(3) or IRS tax-exempt status to this page. Contract #6S-?009 Charles House Association ATTACHMENT N OUTCOMES AND REPORTING Orange County Department of Social Services By signing and submitting this document, the Contractor certifies that it agrees to the following: 1. The Contractor agrees to participate. in program, fiscal and administrative monitoring and/or audits, making records and staff time available to Federal, State and County staff. 2. The Contractor agrees to take necessary steps for con•ective action, as negotiated within a con•ective 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 [Heeling the following requirements. The Contractor agrees to: A. Provide Adult Day Care. Services, according to the North Carolina State Standards for Certification, to clients referred by the County. B. Comply with all State licensing standards, all applicable accrediting standards and any other standards or criteria established by the North Carolina Department of Health and Human Services to assure quality of services C. Maintain all financial and program records for a period of three years froth 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. D. Maintain appropriate program records, client case files which document the provision of the agreed upon service(s); and maintain a valid authorization forservices for each client determined to be eligible by the County and authorized by the County for service(s) provided under this agreement. E. Furnish financial and program data as required to document the basis for the reimbursement rate and to document that applicable standards have been met. F. Be responsible for compliance with the audit requirements of the Department of Health and Human Setvices. a. An annual audit is to be performed in accordance with OMB Circular A-110 by an "independent auditor." "Independent auditor" means either: i. A state goveniment auditor for the Department of Hutnan Resources or the Department of Administration, Office of the State Auditor; or ii. A certified public accountant. b. Upon completion of the audit, a copy of the audit report must be forwarded to the County. G. Notify the County of participant absences of more than 5 days. H. Notify the County, in a timely [Wanner, of significant changes in the clients' conditions or situations. Outcomes (06/04) Page I of 2 ~~N `~ V `~ Signature ~~~~~~~,~ s4,a~~~ Agency/Organization Contract #65-2009 Charles House Association Title ~~`~~~ Date (Certification signature should be same as Contract signature.) Outcomes (06/04) Page 2 of 2 _~,, Internal Revenue Service District Director F . r l . L'I_I:( ';>•4 1 , fill 1 1 :I :_ ATI._AN-I-A, CiA 3r:r:_:c11 Date: /~ PR ~ Fr ~7U9 CHARLES H! iUSE ASSr_rC: I AT I r.UV 7c ~'? WILLIAM STREET GHAF'EL HILL, NC: ~7F1~F Dear- Applicant: Department of tf~e Treasury Erne I~:~yer- ]:dent i f i cat i •.r. Nurnt~er-: C~~ntact F'er-s~~n: C:ARGARA HARI:1 S C~~ntac t Te I epl-~~~ne Number 1=fur- Letter- Date~j: Addenderri ApF~ I i es Yes This rnod i f i es ~~ur- I etter- cif tt~e agave date i n wt~ i ctY we stated that y~~u w~~u I d be tr-eate~j as an organ i zat i ..n which. i s not a private foundat i •.•n unt i 1 the e::p i rat i an cif your advance r-u I i n3 per i ~:~d. -'Y•vur°e:;empt status under- sectic~rr Fci1(a) cif tl'ie Ir~ter-nal Revenue Cede as'•a ar•gan.izati~~n described in section 5!il(c)(_~) is sti I I in effect. L-rased _~n the i nfc~r-rnat i t~rr y~~u subrn i tted, we I-rave deter-rn i rred that ynu ar-e n~~t a pr- i vote f _~urcdat i ..n w i the i n thie meaning •.f sect i ••n FCr'r (a) .•f tl•~e cede because yc~u ar-e an or-ganizati~_~n of the type described in secti~~rr FO'=J(a)(1) an~~ 17Cr(t~)(1)(A)(vi). Gr-ant~~rs and corrtr i t~ut~~r-s rna.y r-e I y nr'i the i s de ter-rn i not i ••n un I ess the Irrter-nal Revenue Service publishes n~~tice t•. ti~~e cc~ntr-ar-y. Hr~wever-r if yc~u I~~se y~~ur secti~~n Fci~=+(a)(1) status a rarrt~~r or c~~ntribut~~ g r~ rn a y n ~_~ t r- e l y c~ n th.i s deter-rni rcat i •.r. i f he ~~r- st-re was i n part r-esp~~rrs i b I e f~~r-, ~~r- was aware ~~f, the act _~r- fa i I ur-e t•• act, ~~r- the sut~stant i a I ~~r- mater i a I change ~~n the part c~ the ~~rgan i gat i ~~n that r-esu I ted i n y~~ur- I ~~ss •.f such status, ..r i f I"re ur st-re acquired know I edge that the Internal Revenue Ser-v i ce had g i verr n~~t i ce that y_~~ wr~u I ~~ n•• I!~n3er be c I ass i f i ed as a sect i••n ~c~'~(a) ! 1) ar-gan i zat i can. If we have indicated i n the. heading .•f this I ef:ter- that an a~~dendurn app I i es, the adderrdurn enc I ~~se~:l i s an i ntegr-a I part ••f this I etter-. L-:ecause tl-r i s I etter cc~u 1 d Fre I p r-esc~ I ve any quest i cans ab~~ut your pr- i vote f~~undat I ••n status . R I ease kee^ r t I r. vr_~ur- r-~errnanenfi rPf'i~rfl~ _ - Letter- 1CrFCl(Dr_I/C'G) ~~~~~~~ ~o~~~ ~~~o~~~~~o~ 1.09 HiUcrest Ave. Carrboro, NC 27510 Conflict of Interest Policy August, 2005 PURPOSE: The purpose of the conflict of interest policy is to protect Charles House Association's (Organization) .interest when it is contemplating entering into a transactions or arrangement that might benefit the private interest of an officer or director of the organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace applicable state and federal laws governing conflict of interest application to nonprofit and charitable organizations. DEFINITIONS: 1. Interested Person Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial or personal interest, as defined below,. is an interested person. 2. Financiallnterest A person has a financial in#erest if the person has, directly or indirectly, through business, investment, or family: a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement, b. A compensa#ion arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangemen#. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial-. A financial interest is not necessarily a conflict of interest. Under Procedures, a person who has a financial interest may have a conflict of interest only if the governing board decides that a conflict of interest exists. 3. PersonalInterest A conflict of interest is present whenever a director has a substantiaF persona! imerest in a proposed arrangement, contract or transaction to which the Organization may be a party. This interest can occur either directly or indirectly. PROCEDURES: 1. Duty to Diisclose In connection with any actual. or possible conflict of interest, an interested person must disclose the exis#ence of the financial in#erest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering. the proposed transaction or arrangement. 2. Determining Whether a Conflict of Interest Exists After disclosure of the interest and the material facts, and after any discussion with the interested person; he/she may leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. 3. Procedures for Addressing the Conflict of Interest a. An interested person may make a presentation at the board or committee meeting, then he/she may leave the meeting and shall abstain from the vote on the transaction or arrangement involving the possible conflict of interest. b. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. c. if a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization's best interest, for its awn benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make .its decision as to whether to enter into the transaction or arrangement. 4. Violations of the Conflict of Interest Policy a. If the governing board or committee .has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis- for such belief and afford the member an opportunity to explain the alleged failure to disclose. b. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary or corrective action. ~- Records of Proceedings: The minutes of the governing board or committees with board delegated powers shall contain: a. The name of the persons who disclosed or otherwise were found to have a financial or personal interest in connection with an actual or possible conflict of interest, the nature of the interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed. b. The names of the persons who were present for discussions and votes relating to the transactions or arrangement,. and a record of any votes taken in connection. with the proceedings. Adopted by Charles House Association on August 8, 2005