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HomeMy WebLinkAbout2012-196 DSS - Senior Care of Orange County Inc Alvonia Baldwin for Adult Day Health Services $20,000 Contract#68-2014 Senior Care of Orange County, Inc. Contract# 68-2014 Fiscal Year Begins Julyl, 2012 Ends June 30,2013 This contract is hereby entered into by and between the Orange County Department of Social Services (the "County") and Senior Care of Orange County,Inc.(the"Contractor")( 1. Contract Documents: This Contract consists of the following documents (1) This contract (2) The General Terms and Conditions (Attachment A) (3) The Scope of Work, description of services, and rate(Attachment B) (4) Federal Certification Regarding Drug-Free Workplace&Certification Regarding Nondiscrimination(Attachment C) (5) Conflict of Interest(Attachment D) (6) No Overdue Taxes(Attachment E) (7) HIPAA 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 constitute the entire agreement between the Parties and supersede all prior oral or written statements or agreements. 2. Precedence Among Contract Documents: In the event of a conflict between or among the terms of the Contract Documents, the terms in the Contract Document with the highest relative precedence shall prevail. The order of precedence shall be the order of documents as listed in Paragraph 1, above, with the first-listed document having the highest precedence and the last-listed document having the lowest precedence. If there are multiple Contract Amendments, the most recent amendment shall have the highest precedence and the oldest amendment shall have the lowest precedence. 3. Effective Period: This contract shall be effective on July 1,2012 and shall terminate on June 30, 2013. This contract must be twelve months or less. 4. Contractor's Duties: The Contractor shall provide the services and in accordance with the approved rate as described in Attachment B, Scope of Work,and shall meet the requirements set forth in Attachment N,Outcomes and Reporting. 5. County's Duties: The County shall pay the Contractor in the manner and in the amounts specified in the Contract Documents. The total amount paid by the County to the Contractor under this contract shall not exceed$20,000. This amount consists of$20,000 in Federal (CFDA # ), State and County funds, $0 (source of other funds if applicable). [X] a.There are no matching requirements from the Contractor. [ ] b.The Contractor's matching requirement is $ ,which shall consist of: [ ] In-kind [ ] Cash [ ] Cash and In-kind [ ] Cash and/or In-kind The contributions from the Contractor shall be sourced from non-federal funds. The total contract amount including any Contractor match shall not exceed$20,000. 6. Reporting Requirements: Contractor shall comply with audit requirements as described in N.C.G.S. § 143C-6-22 &23 and OMB Circular A-133. Contract-General (07/10) Page 1 of 3 Contract#68-2014 Senior Care of Orange County, Inc. 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 8181 2501 Homestead Road Hillsborough,NC 27278 Chapel Hill,NC 27516 (919) 968-2000 ext.246 (919) 968-2012 dshaffcr(aico.orancre.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 byn um(i)co.orantw_ne.us For the Contractor: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Alvonia Baldwin Alvonia Baldwin Florence Gray Soltys Adult Day Health Program Florence Gray Soltys Adult Day Health Program P.O. Box 8181 105 Meadowland Drive Hillsborough,NC 27278 Hillsborough,NC 27278 (919) 245-2017 (919)245-2018 a Ilia IdwinOco.oranu,e.nc.us Contract-General (07/10) Page 2 of 3 Contract#68-2014 Senior Care of Orange County, Inc. 9. Signature Warranty: The undersigned represent and warrant that they are authorized to bind their principals to the terms of this agreement. The Contractor and the County have executed this contract in duplicate originals, with one original being retained by each party. S. IOR CARE OF ORANGE COUNTY, INC. /Z -ignature Date I7'VUt4;04- 4 lcl uJir n -Dt r'cc {cs r Printed Name Title ORANGE COUNTY Oi /0 ) -- / 0 - / '2.------"--- Frank W. Clifton,Jr., Cow y Manager Date This instrument has been approved daas to technical content. Nancy C ston, D� f�rtment of Social Services Director Date ii This 'nstrument has bee pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. 6 C arence G.Grier, Financial and Administrative Services Director D to This ct 1 a t has .;e pproved as to form and legal sufficiency. I0 12 Annette M. Moor‘, Staff Attorney ate Contract-General (07/10) Page 3 of 3 Contract#68-2014 Senior Care of Orange County, Inc. ATTACHMENT A GENERAL TERMS AND CONDITIONS Orange County Department of Social Services Relationships of the Parties the County or the Contractor,receiving services or benefits under this contract shall be deemed an incidental Independent Contractor: The Contractor is and shall be beneficiary only. deemed to be an independent contractor in the perforn-tance of this contract and as such shall be wholly responsible for the work to be performed and for the supervision of its Indemnity and Insurance employees. The Contractor represents that it hay, or shall secure at its own expense, all personnel required in Indemnification: The Coritractoragrees to indemnify and performing the services under this agreement. Such hold harmless the County and any of their officers,agents employees shall not be employees of, or have any and employees,from any claims of third parties arising out individual contractual relationship with the County. 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 Insurance: During the term ofthe contract,the Contractor written approval from the County. Any approved at its sole cost and expense shall provide commercial subcontract shall be subject to all conditions of this insurance of such type and with such terms and limits as contract.Only the subcontractors specified in the contract may be reasonably associated with the contract. As a documents are to be considered approved upon award of minimum, the Contractor shall provide and maintain the the contract. The County shall not be obligated to pay for following coverage and limits: any work performed by any unapproved subcontractor. (a) Worker's Compensation - The contractor shall The Contractor shall be responsible for the performance of provide and maintain Worker's Compensation all of its subcontractors. Insurance as required by the laws of North Carolina,as well as employer's liability coverage Assignment: No assignment of the Contractor's with minimum limits of$500,000.00,covering all obligations or the Contractor's right to receive payment of Contractor's employees who are engaged in any hereunder shall be permitted. However, upon written work under the contract. If any work is sublet,the request approved by the issuing purchasing authority, the Contractor shall require the subcontractor to County may: provide the same coverage for any of his (a) Forward the Contractor's payment check(s) employees engaged in any work under the directly to any person or entity designated by the contract. Contractor, or (b) Commercial General Liability - General (b) Include any person or entity designated by Liability Coverage on a Comprehensive Broad Contractor as a joint payee on the Contractor's Form on an occurrence basis in the minimum payment check(s). amount of$l,8UU.0O0.U0 Combined Single Limit. In no event shall such approval and action obligate the (Defense cost shall be in excess of the limit of County to anyone other than the Contractor and the liability.) Contractor shall remain responsible for fulfillment of all (c) Automobile Automobile Liability Insurance, to contract obligations. include liability covcruRe, covering all ownod, hired and non-owned vehicles used in Beneficiaries: Except as herein specifically provided performance of the contract. The minimum otherwise,this contract shall inure to the benefit of and be combined single limit shall be$500,000.00 bodily binding upon the parties hereto and their respective injury and property damage; $500,000.00 successors. It is expressly understood and agreed that the uninsured/under insured motorist;and$25,000.00 enforcement of the tenis and conditions of this contract, medical payment. The Contractor shall provide and all rights of action relating to such enforcement, shall this insurance for all automobiles that are: be strictly reserved to the County and the named a. owned by the Contractor and used in the Contractor.Nothing contained in this document shall give performance of this contract; or allow any claim or right of action whatsoever by any b. hired by the Contractor and used in the other third person. It is the express intention of the County performance of this contract; and and Contractor that any such person or entity, other than General Terms and Conditions—(07/10) Page I of 5 Contract#68-2014 Senior Care of Orange County,Inc. c. owned by Contractor's employees and Default and Termination used in performance of this contract ("non-owned vehicle insurance"). Non- Termination Without Cause:The County may terminate owned vehicle insurance protects this contract without cause by giving 30 days written employers when employees use their notice to the Contractor. In that event, all finished or personal vehicles for work purposes.Non- unfinished deliverable items prepared by the Contractor owned vehicle insurance supplements,but under this contract shall, at the option of the County, does not replace,the car-owner's liability become its property and the Contractor shall be entitled to insurance. receive just and equitable compensation for any The Contractor is not required to provide and satisfactory work completed on such materials,minus any maintain automobile liability insurance on any payment or compensation previously made. vehicle–owned,hired,or non-owned—unless the vehicle is used in the performance of this contract. Termination for Cause: If, through any cause, the (d) The insurance coverage minimums specified in Contractor shall fail to fulfill its obligations under this subparagraph(a)are exclusive of defense costs. contract in a timely and proper manner, the County shall (e) The Contractor understands and agrees that the have the right to terminate this contract by giving written insurance coverage minimums specified in notice to the Contractor and specifying the effective date subparagraph (a) are not limits, or caps, on the thereof. In that event,all finished or unfinished deliverable Contractor's liability or obligations under this items prepared by the Contractor under this contract shall, contract. at the option of the County, become its property and the (f) The Contractor may obtain a waiver of any one or Contractor shall be entitled to receive just and equitable more of the requirements in subparagraph (a) by compensation for any satisfactory work completed on such demonstrating that it has insurance that provides materials,minus any payment or compensation previously protection that is equal to or greater than the made. Notwithstanding the foregoing provision, the coverage and limits specified in subparagraph(a). Contractor shall not be relieved of liability to the County The County shall be the sole judge of whether for damages sustained by the County by virtue of the such a waiver should be granted. Contractor's breach of this agreement,and the County may (g) The Contractor may obtain a waiver of any one or withhold any payment due the Contractor for the purpose more of the requirements in paragraph (a) by of setoff until such time as the exact amount of damages demonstrating that it is self-insured and that its due the County from such breach can be determined. In self-insurance provides protection that is equal to case of default by the Contractor, without limiting any or greater than the coverage and limits specified in other remedies for breach available to it,the County may subparagraph (a). The County shall be the sole procure the contract services from other sources and hold judge of whether such a waiver should be granted. the Contractor responsible for any excess cost occasioned (h) Providing and maintaining the types and amounts thereby. The filing of a petition for bankruptcy by the of insurance or self-insurance specified in this Contractor shall be an act of default under this contract. paragraph is a material obligation of the Contractor and is of the essence of this contract. Waiver of Default: Waiver by the County of any default (i) The Contractor shall only obtain insurance from or breach in compliance with the terms of this contract by companies that are authorized to provide such the Provider shall not be deemed a waiver of any coverage and that are authorized by the subsequent default or breach and shall not be construed to Commissioner of Insurance to do business in the be modification of the terms of this contract unless stated State of North Carolina. All such insurance shall to be such in writing, signed by an authorized meet all laws of the State of North Carolina. representative of the County and the Contractor and (j) The Contractor shall comply at all times with all attached to the contract. lawful terms and conditions of its insurance policies and all lawful requirements of its insurer. Availability of Funds: The parties to this contract agree (k) The Contractor shall require its subcontractors to and understand that the payment of the sums specified in comply with the requirements of this paragraph. this contract is dependent and contingent upon and subject (1) The Contractor shall demonstrate its compliance to the appropriation, allocation, and availability of funds with the requirements of this paragraph by for this purpose to the County. submitting certificates of insurance to the County before the Contractor begins work under this Force Majeure: Neither party shall be deemed to be in contract. 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 Contract#68-2014 Senior Care of Orange County, Inc. war,hostile foreign action,nuclear explosion,riot,strikes, civil insurrection,earthquake,hurricane,tornado,or other Confidentiality catastrophic natural event or act of God. Confidentiality: Any information, data, instruments, Survival of Promises: All promises,requirements,terms, documents, studies or reports given to or prepared or conditions, provisions, representations, guarantees, and assembled by the Contractor under this agreement shall be warranties contained herein shall survive the contract kept as confidential and not divulged or made available to expiration or termination date unless specifically provided any individual or organization without the prior written otherwise herein, or unless superseded by applicable approval of the County.The Contractor acknowledges that Federal or State statutes of limitation. in receiving,storing,processing or otherwise dealing with any confidential information it will safeguard and not Intellectual Property Rights 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 Oversight exclusive property of the County. The Contractor shall not assert a claim of copyright or other property interest in Access to Persons and Records: The State Auditor shall such deliverables. have access to persons and records as a result of all contracts or grants entered into by State agencies or Federal Intellectual Property Bankruptcy Protection political subdivisions in accordance with General Statute Act: The Parties agree that the County shall be entitled to 147-64.7. Additionally,as the State funding authority,the all rights and benefits of the Federal Intellectual Property Department of Health and Human Services shall have Bankruptcy Protection Act,Public Law 100-506,codified access to persons and records as a result of all contracts or at 11 U.S.C. 365 (n)and any amendments thereto. grants entered into by State agencies or political subdivisions. Compliance with Applicable Laws Record Retention:Records shall not be destroyed,purged Compliance with Laws: The Contractor shall comply or disposed of without the express written consent of the with all laws, ordinances, codes, rules, regulations, and County. The Department of Health and Human Services' licensing requirements that are applicable to the conduct of basic records retention policy requires all records to be its business, including those of federal, state, and local retained for a minimum of three years following agencies having jurisdiction and/or authority. completion or termination of the contract. If the contract is subject to Federal policy and regulations,record retention Title VI,Civil Rights Compliance: In accordance with will normally be longer than three years since records must Federal law and U.S. Department of Agriculture(USDA) be retained for a period of three years following and U.S. Department of Health and Human Services submission of the final Federal Financial Status Report, if (HHS) policy, this institution is prohibited from applicable, or three years following the submission of a discriminating on the basis of race,color,national origin, revised final Federal Financial Status Report. Also,if any sex, age or disability. Under the Food Stamp Act and litigation,claim,negotiation,audit,disallowance action,or USDA policy, discrimination is prohibited also on the other action involving this contract has been started before basis of religion or political beliefs. expiration of the three year retention period described above,the records must be retained until completion of the Equal Employment Opportunity: The Contractor shall action and resolution of all issues which arise from it, or comply with all federal and State laws relating to equal until the end of the regular three year period described employment opportunity. above,whichever is later. Health Insurance Portability and Accountability Act (HIPAA): The Contractor agrees that, if the County determines that some or all of the activities within the scope of this contract are subject to the Health Insurance Warranties and Certifications Portability and Accountability Act of 1996,P.L. 104-91, as amended("HIPAA"), or its implementing regulations, Date and Time Warranty: The Contractor warrants that it will comply with the HIPAA requirements and will the product(s) and service(s) furnished pursuant to this execute such agreements and practices as the County contract("product"includes,without limitation,any piece may require to ensure compliance. of equipment,hardware,firmware,middleware,custom or General Terms and Conditions—(07/10) Page 3 of 5 Contract#68-2014 Senior Care of Orange County, Inc. commercial software,or internal components,subroutines, and interfaces therein) that perform any date and/or time Time of the Essence: Time is of the essence in the data recognition function,calculation, or sequencing will performance of this contract. support a four digit year format and will provide accurate date/time data and leap year calculations. This warranty Executive Order#24:"By Executive Order 24,issued by shall survive the termination or expiration of this contract. Governor Perdue,and N.C.G.S.§ 133-32,it is unlawful for any vendor or contractor(i.e.architect,bidder,contractor, Certification Regarding Collection of Taxes: G.S. 143- construction manager, design professional, engineer, 59.1 bars the Secretary of Administration from entering landlord, offeror, seller, subcontractor, supplier, or into contracts with vendors that meet one of the conditions vendor), to make gifts or to give favors to any State of G.S. 105-164.8(b)and yet refuse to collect use taxes on employee of the Governor's Cabinet Agencies (i.e., sales of tangible personal property to purchasers in North Administration,Commerce,Correction,Crime Control and Carolina. The conditions include: (a) maintenance of a Public Safety, Cultural Resources, Environment and retail establishment or office; (b) presence of Natural Resources,Health and Human Services,Juvenile representatives in the State that solicit sales or transact Justice and Delinquency Prevention, Revenue, business on behalf of the vendor; and (c) systematic Transportation, and the Office of the Governor). This exploitation of the market by media-assisted, media- prohibition covers those vendors and contractors who have facilitated, or media-solicited means. The Contractor a contract with a governmental agency;or have performed certifies that it and all of its affiliates (if any) collect all under such a contract within the past year; or anticipate required taxes. bidding on such a contract in the future. Miscellaneous For additional information regarding the specific requirements and exemptions,vendors and contractors are Choice of Law: The validity of this contract and any of its encouraged to review Executive Order 24 and G.S. Sec. terms or provisions,as well as the rights and duties of the 133-32. parties to this contract,are governed by the laws of North Carolina.The Contractor,by signing this contract,agrees Executive Order 24 also encouraged and invited other and submits,solely for matters concerning this Contract,to State Agencies to implement the requirements and the exclusive jurisdiction of the courts of North Carolina prohibitions of the Executive Order to their agencies. and agrees, solely for such purpose, that the exclusive Vendors and contractors should contact other State venue for any legal proceedings shall be Orange County, Agencies to determine if those agencies have adopted North Carolina. The place of this contract and all Executive Order 24." transactions and agreements relating to it, and their situs and forum,shall be Orange County,North Carolina,where Key Personnel: The Contractor shall not replace any of all matters,whether sounding in contract or tort,relating to the key personnel assigned to the performance of this the validity,construction,interpretation,and enforcement contract without the prior written approval of the County. shall be determined. The term "key personnel" includes any and all persons identified as such in the contract documents and any other Amendment: This contract may not be amended orally or persons subsequently identified as key personnel by the by performance. Any amendment must be made in written written agreement of the parties. form and executed by duly authorized representatives of the County and the Contractor. Care of Property: The Contractor agrees that it shall be responsible for the proper custody and care of any property Severability: In the event that a court of competent furnished to it for use in connection with the performance jurisdiction holds that a provision or requirement of this of this contract and will reimburse the County for loss of, contract violates any applicable law,each such provision or damage to, such property. At the termination of this or requirement shall continue to be enforced to the extent it contract, the Contractor shall contact the County for is not in violation of law or is not otherwise unenforceable instructions as to the disposition of such property and shall and all other provisions and requirements of this contract comply with these instructions. shall remain in full force and effect. Travel Expenses: Reimbursement to the Contractor for Headings: The Section and Paragraph headings in these travel mileage, meals, lodging and other travel expenses General Terms and Conditions are not material parts of the incurred in the performance of this contract shall not agreement and should not be used to construe the meaning exceed the rates established in County policy. thereof. General Terms and Conditions—(07/10) Page 4 of 5 Contract#68-2014 Senior Care of Orange County, Inc. Sales/Use Tax Refunds: If eligible,the Contractor and all subcontractors shall: (a) ask the North Carolina Orange County Living Wage: Orange County is Department of Revenue for a refund of all sales and use committed to providing its employees with a living wage taxes paid by them in the performance of this contract, and encourages agencies to which it provides funding to pursuant to G.S. 105-164.14; and (b) exclude all pursue the same goal. The County's living wage hourly refundable sales and use taxes from all reportable standard, as adopted by the Orange County Board of expenditures before the expenses are entered in their County Commissioners annually, can be found in the reimbursement reports. Orange County Budget Ordinance. To the extent possible, Orange County recommends that the Contractor and all Advertising: The Contractor shall not use the award of subcontractors provide a living wage, as defined in this this contract as a part of any news release or commercial section,to their employees. advertising. General Terms and Conditions—(07/10) Page 5 of 5 Contract#68-2014 Senior Care of Orange County,Inc. ATTACHMENT B SCOPE OF WORK Orange County Department of Social Services Federal Tax Id. or SSN Contract# 68-2014 A. CONTRACTOR INFORMATION 1. Contractor Agency Name: Senior Care of Orange County, Inc. 2. If different from Contract Administrator Information in General Contract: Address /05 if.? -Zakt /aj?a' Pei V'e. �V'sbofo i ,,�C 2 72 7r �g i) Telephone Number:7j7-'2i/5 2017 Fax Number:9rf fV$'�I Email:al th.i,€CV•Ora/je.aG•uf 3. Name of Program(s): Adult Day Health Service 4. Status: ( )Public (X) Private,Not for Profit ( )Private,For Profit 5. Contractor's Financial Reporting Year July 1, 2012 through June 30,2013 B. Explanation of Services to be provided and to whom(include SIS Service Code): The Contractor will provide Adult Day Health Services(SIS Code 091)to clients of the Orange County Department of Social Services. These services will include assistance with Activities of Daily Living, health monitoring by an RN, and therapeutic recreational programs. 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) Minimum daily rate: $38.92/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. The County will reimburse the Contractor at a rate of$38.92/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 County 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 contributions are contained in Family Services Manual,Volume VI, Chapter III. If a client Contract-Scope of Work(06/04) Page 1 of 2 Contract#68-2014 Senior Care of Orange County, Inc. voluntarily contributes to the cost of service,the County will inform the Contractor of the amount of the contribution and of any subsequent changes. The Contractor will establish a plan with the client for accepting the contribution on at least a monthly basis; and when contributions are not received within ten days of the agreed upon date,will notify the client in writing and send a copy of the notification to the County. No other fees for services may 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 Nancy osto ocial Services Director (Signature of Contractor) Oko t/ig. (Date Submitted) (Date Sub itte ) Contract-Scope of Work(06/04) Page 2of 2 Contract#68-2014 Senior Care of Orange County, 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 a drug-free workplace by: A. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing,possession or use of a controlled substance is prohibited in the Contractor's workplace and specifying the actions that will be taken against employees for violation of such prohibition; B. Establishing a drug-free awareness program to inform employees about: (I)The dangers of drug abuse in the workplace; (2)The Contractor's policy of maintaining a drug-free workplace; • (3) Any available drug counseling, rehabilitation, and employee assistance programs; and (4)The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; C. Making it a requirement that each employee be engaged in the performance of the agreement be given a copy of the statement required by paragraph(A); D. Notifying the employee in the statement required by paragraph(A)that,as a condition of employment under the agreement,the employee will: (1)Abide by the terms of the statement; and (2)Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction; E. Notifying the County within ten days after receiving notice under subparagraph(D)(2) from an employee or otherwise receiving actual notice of such conviction; F. Taking one of the following actions, within 30 days of receiving notice under subparagraph (D)(2), with respect to any employee who is so convicted: (1)Taking appropriate personnel action against such an employee,up to and including termination; or (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement,or other appropriate agency; and Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs(A), (B), (C),(D),(E), and(F). Federal Certification-Drug-Free Workplace(07/10) Page 1 of 2 Contract#68-2014 Senior Care of Orange County, Inc. II. The site(s) for the performance of work done in connection with the specific agreement are listed below: 1. 105 M,eC4d ois and. Dri ire_ (Street address) titt 5 60a496 , Q� , WC..., 272,7 (City, county, state, zip code) 2. (Street address) (City, county, state,zip code) Contractor will inform the County of any additional sites for performance of work under this agreement. False certification or violation of the certification shall be grounds for suspension of payment, suspension or termination of grants,or government-wide Federal suspension or debarment(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. §§61.01-6107), 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 Stamp 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 Title Agency/Orga ation Date (Certification signature should be same as Contract signature.) Federal Certification- Drug-Free Workplace(07/10) Page 2 of 2 Contract#68-2014 Senior Care of Orange County, Inc. 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 Interest Defined: A conflict of interest is defined as an actual or perceived interest by a(Contractor/staff member/Board member) in an action that results in, or has the appearance of resulting in, personal, organizational,or professional gain. A conflict of interest occurs when an employee/Contractor/Board member has a direct or fiduciary interest in another relationship. A conflict of interest could include: ➢ Ownership with a member of the Board of Directors/Trustees or an employee where one or the other has supervisory authority over the other or with a client who receives services. ➢ Employment of or by a member of the Board of Directors/Trustees or an employee where one or the other has supervisory authority over the other or with a client who receives services. ➢ Contractual relationship with a member of the Board of Directors/Trustees or an employee where one or the other has supervisory authority over the other or with a client who receives services. ➢ Creditor or debtor to a member of the Board of Directors/Trustees or an employee where one or the other has supervisory authority over the other or with a client who receives services. ➢ Consultative or consumer relationship with a member of the Board of Directors/Trustees or an employee where one or the other has supervisory authority over the other or with a client who receives services. The definition of conflict of interest includes any bias or the appearance of bias in a decision-making process that would reflect a dual role played by a member of the organization or group. An example, for instance,might involve a person who is an employee and a Board member, or a person who is an employee and who hires family members as consultants. Employee/Contractor/Board Member Responsibilities: It is in the interest of the organization,individual staff, and Board members to strengthen trust and confidence in each other,to expedite resolution of problems,to mitigate the effect and to minimize organizational and individual stress that can be caused by a conflict of interest. Employees are to avoid any conflict of interest,even the appearance of a conflict of interest. This organization serves the community as a whole rather than only serving a special interest group. The appearance of a conflict of interest can cause embarrassment to the organization and jeopardize the credibility of the organization. Any conflict of interest,potential conflict of Conflict of Interest Policy(06/04) Page 1 of 3 Contract#68-2014 Senior Care of Orange County, 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 benefit from the actions of any employee of the organization. Employees may,with the prior written approval of their supervisor, receive honoraria for lectures and other such activities while on personal days, compensatory time,annual leave,or leave without pay. If the employee is acting in any official capacity,honoraria received by an employee in connection with activities relating to employment with the organization are to be paid to the organization. NOTARIZED CONFLICT OF INTEREST POLICY State of North Carolina County of Orange I efiNI1A k 1 tL\ , Notary Public for said County and State, certify that Jp "ry Pa_CC}'vtore personally appeared before me this day and acknowledged that he/she is of 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 ,1'7'R- day of lull. . , 2.0 J2_ . Sworn to and subscribed before me this 2'? day of J 04 ev ,.2412 `% t, '#,Official Seal) Notar ''t �� °ice nom. i My Lommission 4 Qd+ 10 , 20 J q / 01. ENO A4b1�� GI Conflict of Interest Policy(06/04) Page 2 of 3 Contract#68-2014 Senior Care of Orange County, Inc. 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 Certification: We certify that the (insert orrunial on s nwxnre 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 Official], 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. � �(4 Board Chair M 4.u, i7 [Title of Second Authorizing Official] Sworn to and subscribed before me on the day of the date of said certification. ` • ; ' O My Commission Expires: `10-aoi7 ( ►tA :`gnature er ao eft otary to al AID iltibll0 Z Overd f l Page I of I Contract#68-2014 Senior Care of Orange County, Inc. ATTACHMENT I BUSINESS ASSOCIATE ADDENDUM Orange County Department of Social Services This Agreement is made effective the 1.0.1 day of 044-' , 20(Irby and between Orange County ("Covered Entity") and Senior Care of Orange County, Inc. ("Business Associate") (collectively the"Parties"). 1. BACKGROUND a. Covered Entity and Business Associate are parties to a contract entitled #68-2014 (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 Information" 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 from or on behalf of Covered Entity. Contract-Scope of Work (07/08) Page lof 5 Contract#68-2014 Senior Care of Orange County,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#68-2014 Senior Care of Orange County, Inc. 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 procedures of the Covered Entity. b. Except as otherwise limited in this Agreement or by other applicable law or agreements, if the Contract permits,Business Associate may use 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 by law or for the purpose for which it was disclosed to the person, and the person notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. d. Except as otherwise limited in this Agreement or by other applicable law or agreements, if the Contract permits,Business Associate may use 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#68-2014 Senior Care of Orange County, 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#68-2014 Senior Care of Orange County, Inc. Apro....„....—....— Nancy Cosk Social Services Director (Signature of Contractor) 1 mo--(3-9-1-)-- td H I i. (Date Submitted) (Date Submitt d) Contract-H1PAA(06/04) Page 5 of 5 Contract#68-2014 Senior Care of Orange County, Inc. 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. 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 as defined by Article 7, Rule R2-36 of the North Carolina Utilities Commission; 5. Insuring that the contractor shall have written policies and procedures regarding how drivers handle and report client emergencies and/or vehicle crashes involving clients to contractor and how contractor notifies the Orange County Department of Social Services Signature Title Agency/Organization Date (Certification signature should be same as Contract signature.) �r CA not .rs por -Cdn Transportation Certification(05/09) Page 1 of 1 Contract#68-2014 Senior Care of Orange County, Inc. ATTACHMENT K 501(c)(3) and TAX EXEMPT STATUS Orange County Department of Social Services What is a Private Non Profit 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? Answer: 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 for a 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 of tax-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.gov, 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#68-2014 Senior Care of Orange County, Inc. 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 corrective action, as negotiated within a corrective action plan, for any items found to be out of compliance with Federal, State, and County laws,regulations, standards and/or terms of the Contract. 3. The Contractor agrees that continuation of and/or renewal of this Contract is contingent on meeting the following requirements. The Contractor agrees to: A. Provide Adult Day Health 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 from the date of final payment under this agreement for inspection by the County,the Area Agency on Aging and the Comptroller General of the United States,or any of their duly authorized representatives. If any claim, litigation, negotiation,audit or other action involving the Contractor's records has been started before the expiration of the three-year period, the records must be retained until completion of the action and resolution of all issues that arise from it. D. Maintain appropriate program records,client case files which document the provision of the agreed upon service(s); and maintain a valid authorization for services 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 Services. 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 government auditor for the Department of Human 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 manner,of significant changes in the clients' conditions or situations. Outcomes (06/04) Page 1 of 2 Contract#68-2014 r , Senior Care of Orange County, Inc. Signature Title • of 7 11C-.- tP 211 !2- Agency/Or Agency/Organ I g Date (Certification signature should be same as Contract signature.) Outcomes (06/04) Page 2 of 2 • Senior Care of Orange County, Inc. April 5, 2004 Conflict of Interest Policy (Board of Directors and Employees) It is the policy of the Senior Care of Orange County, Inc. to prohibit business contracts or transactions with any firm in which a member of the Board of Directors or other policy- making body, or employee has a substantial business interest, or may directly or indirectly benefit from such transactions. Any member of the Board of Directors or other policy-making body or employee having any interest shall promptly make such interest known, in writing,to the President of the Board of Directors. This does not preclude conducting business with such firms when there is no other convenient source of supply. It it is necessary to conduct transactions with such firms, a written statement of justification shall be furnished. No reward, favor, gift or other form of remuneration may be accepted by any member of the Board of Directors or other policy-making body or employee for performance or non-perfonnance from any vendor, contractor, individual or film or from any other source having or proposing to have a business relationship with the agency. Contract#68-2014 Senior Care of Orange County, Inc. Attached is the Conflict of Interest Policy for: Senior Care of Orange County,Inc. Signatur:'o` • poration Official Conflict of Interest Policy(06/04) Page 3 of 3