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HomeMy WebLinkAbout2012-191 DSS - Legal Services $165,000 ?bk2--q Contract#68-2001 Northen Blue,L.L.P. Contract# 68-2001 Fiscal Year Begins_ July 1.2012 Ends June 30,2013 This contract is hereby entered into by and between the Orange County Department of Social Services(the "County")and Northen Blue,L.L.P.(the"Contractor")(referred to collectively as the"Parties"). The Contractor's federal tax identification number or Social Security Number is_ 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) Federal Certification Regarding Lobbying(Attachment G) (8) Federal Certification Regarding Debarment(Attachment H) (9)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$165,000. This amount consists of$165,000 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$165,000. 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#68-2001 Northen Blue,L.L.P. 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)245-2246 dshaffer@co.orange.nc.us For the Contractor: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Carol Holcomb Carol Holcomb Northen Blue, L.L.P. Northen Blue,L.L.P. P.O. Box 2208 1414 Raleigh Road, Suite 435 Chapel Hill,NC 27515-2208 Chapel Hill,NC 27515 (919)968-4441 Contract-General (07/10) Page 2 of 3 Contract#68-2001 Northen Blue,L.L.P. 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. NORT N BLUE,L.L.P. aV Co l5 20 (2- Signatu Dat gr► (� I a C� U�QL J. [40 L Co pt b Printed Name Title ORANGE COUNTY,NORTH CAROLINA By: a - 7)131.12. Bernadette Pelissier,Chair,Board of County Commissioners Date C1444„44. A -.l Pant-Jones,County Risk Manager NAME OF SUPERVISING DEPARTMENT / �� i. OU-: 11L Nancy Coston, Sordl Services Department Director Signature Date This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. lam.... ,r1 ..v— 713112 Clarence G. Grier,Financial and Administrative Services Director Date Thi • tract h e n approved as to form and legal sufficiency. r Ann: e M.Mo e,County ttomey's Office Date Contract-General (07/10) Page 3 of 3 Contract#68-2001 Northen Blue,L.L.P. ATTACHMENT A GENERAL TERMS AND CONDITIONS Orange County Department of Social Services Relationships of the Parties and Contractor that any such person or entity, other than the County or the Contractor,receiving services or benefits Independent Contractor: The Contractor is and shall be under this contract shall be deemed an incidental deemed to be an independent contractor in the performance beneficiary only. of this contract and as such shall be wholly responsible for the work to be performed and for the supervision of its employees. The Contractor represents that it has, or shall Indemnity and Insurance secure at its own expense, all personnel required in performing the services under this agreement. Such Indemnification: The Contractor agrees to indemnify and employees shall not be employees of, or have any hold harmless the County and any of their officers,agents individual contractual relationship with the County. and employees,from any claims of third parties arising out or any act or omission of the Contractor in connection with Subcontracting: The Contractor shall not subcontract any the performance of this contract. of the work contemplated under this contract without prior written approval from the County. Any approved Insurance: During the term of the contract,the Contractor subcontract shall be subject to all conditions of this at its sole cost and expense shall provide commercial contract.Only the subcontractors specified in the contract insurance of such type and with such terms and limits as documents are to be considered approved upon award of may be reasonably associated with the contract. As a the contract. The County shall not be obligated to pay for minimum, the Contractor shall provide and maintain the any work performed by any unapproved subcontractor. following coverage and limits: The Contractor shall be responsible for the performance of (a) Worker's Compensation - The contractor shall all of its subcontractors. provide and maintain Worker's Compensation Insurance as required by the laws of North Assignment: No assignment of the Contractor's Carolina,as well as employer's liability coverage obligations or the Contractor's right to receive payment with minimum limits of$500,000.00,covering all hereunder shall be permitted. However, upon written of Contractor's employees who are engaged in any request approved by the issuing purchasing authority,the work under the contract. If any work is sublet,the County may: Contractor shall require the subcontractor to (a) Forward the Contractor's payment check(s) provide the same coverage for any of his directly to any person or entity designated by the employees engaged in any work under the Contractor,or contract. (b) Include any person or entity designated by (b) Commercial General Liability - General Contractor as a joint payee on the Contractor's Liability Coverage on a Comprehensive Broad payment check(s). Form on an occurrence basis in the minimum In no event shall such approval and action obligate the amount of$1,000,000.00 Combined Single Limit. County to anyone other than the Contractor and the (Defense cost shall be in excess of the limit of Contractor shall remain responsible for fulfillment of all liability.) contract obligations. (c) Automobile-Automobile Liability Insurance,to include liability coverage, covering all owned, Beneficiaries: Except as herein specifically provided hired and non-owned vehicles used in otherwise,this contract shall inure to the benefit of and be performance of the contract. The minimum binding upon the parties hereto and their respective combined single limit shall be$500,000.00 bodily successors. It is expressly understood and agreed that the injury and property damage; $500,000.00 enforcement of the terms and conditions of this contract, uninsured/under insured motorist;and$25,000.00 and all rights of action relating to such enforcement,shall medical payment. The Contractor shall provide be strictly reserved to the County and the named this insurance for all automobiles that are: Contractor.Nothing contained in this document shall give a. owned by the Contractor and used in the or allow any claim or right of action whatsoever by any performance of this contract; other third person.It is the express intention of the County General Terms and Conditions—(07/10) Page 1 of 5 Contract#68-2001 Northen Blue,L.L.P. b. hired by the Contractor and used in the Commissioner of Insurance to do business in the performance of this contract; and State of North Carolina. All such insurance shall c. owned by Contractor's employees and meet all laws of the State of North Carolina. used in performance of this contract (k) The Contractor shall comply at all times with all ("non-owned vehicle insurance"). Non- lawful terms and conditions of its insurance owned vehicle insurance protects policies and all lawful requirements of its insurer. employers when employees use their (I) The Contractor shall require its subcontractors to personal vehicles for work purposes.Non- comply with the requirements of this paragraph. owned vehicle insurance supplements,but (m) The Contractor shall demonstrate its compliance does not replace,the car-owner's liability with the requirements of this paragraph by insurance. submitting certificates of insurance to the County The Contractor is not required to provide and before the Contractor begins work under this maintain automobile liability insurance on any contract. vehicle–owned,hired,or non-owned—unless the vehicle is used in the performance of this contract. Default and Termination (d) Professional Liability Insurance- Professional liability insurance, covering personal injury, Termination Without Cause:The County may terminate bodily injury and property damage and claims this contract without cause by giving 30 days written arising out of or related to the performance under notice to the Contractor. In that event, all finished or this Agreement by the Provider, or his agents,or unfinished deliverable items prepared by the Contractor Providers employees. Maintain professional under this contract shall, at the option of the County, liability insurance coverage with coverage of at become its property and the Contractor shall be entitled to least $1 million, per occurrence, $2 million receive just and equitable compensation for any aggregate while providing services to the satisfactory work completed on such materials,minus any Department, proof of such insurance shall be payment or compensation previously made. submitted annually. (e) The insurance coverage minimums specified in Termination for Cause: If, through any cause, the subparagraph(a)are exclusive of defense costs. Contractor shall fail to fulfill its obligations under this (f) The Contractor understands and agrees that the contract in a timely and proper manner, the County shall insurance coverage minimums specified in have the right to terminate this contract by giving written subparagraph (a) are not limits, or caps, on the notice to the Contractor and specifying the effective date Contractor's liability or obligations under this thereof. In that event,all finished or unfinished deliverable contract. items prepared by the Contractor under this contract shall, (g) The Contractor may obtain a waiver of any one or at the option of the County, become its property and the more of the requirements in subparagraph(a)by Contractor shall be entitled to receive just and equitable demonstrating that it has insurance that provides compensation for any satisfactory work completed on such protection that is equal to or greater than the materials,minus any payment or compensation previously coverage and limits specified in subparagraph(a). made. Notwithstanding the foregoing provision, the The County shall be the sole judge of whether Contractor shall not be relieved of liability to the County such a waiver should be granted. for damages sustained by the County by virtue of the (h) The Contractor may obtain a waiver of any one or Contractor's breach of this agreement,and the County may more of the requirements in paragraph (a) by withhold any payment due the Contractor for the purpose demonstrating that it is self-insured and that its of setoff until such time as the exact amount of damages self-insurance provides protection that is equal to due the County from such breach can be determined. In or greater than the coverage and limits specified in case of default by the Contractor, without limiting any subparagraph (a). The County shall be the sole other remedies for breach available to it,the County may judge of whether such a waiver should be granted. procure the contract services from other sources and hold (i) Providing and maintaining the types and amounts the Contractor responsible for any excess cost occasioned of insurance or self-insurance specified in this thereby. The filing of a petition for bankruptcy by the paragraph is a material obligation of the Contractor shall be an act of default under this contract. Contractor and is of the essence of this contract. (j) The Contractor shall only obtain insurance from Waiver of Default: Waiver by the County of any default companies that are authorized to provide such or breach in compliance with the terms of this contract by coverage and that are authorized by the the Provider shall not be deemed a waiver of any General Terms and Conditions—(07/10) Page 2 of 5 Contract#68-2001 Northen Blue,L.L.P. subsequent default or breach and shall not be construed to USDA policy, discrimination is prohibited also on the be modification of the terms of this contract unless stated basis of religion or political beliefs. to be such in writing, signed by an authorized representative of the County and the Contractor and Equal Employment Opportunity: The Contractor shall attached to the contract. comply with all federal and State laws relating to equal employment opportunity. Availability of Funds: The parties to this contract agree and understand that the payment of the sums specified in Health Insurance Portability and Accountability Act this contract is dependent and contingent upon and subject (HIPAA): The Contractor agrees that, if the County to the appropriation, allocation, and availability of funds determines that some or all of the activities within the for this purpose to the County. scope of this contract are subject to the Health Insurance Portability and Accountability Act of 1996,P.L. 104-91, Force Majeure: Neither party shall be deemed to be in as amended("HIPAA"), or its implementing regulations, default of its obligations hereunder if and so long as it is it will comply with the HIPAA requirements and will prevented from performing such obligations by any act of execute such agreements and practices as the County war,hostile foreign action,nuclear explosion,riot,strikes, may require to ensure compliance. civil insurrection,earthquake,hurricane,tornado,or other catastrophic natural event or act of God. Confidentiality Survival of Promises: All promises,requirements,terms, Confidentiality: Any information, data, instruments, conditions, provisions, representations, guarantees, and documents, studies or reports given to or prepared or warranties contained herein shall survive the contract assembled by the Contractor under this agreement shall be expiration or termination date unless specifically provided kept as confidential and not divulged or made available to otherwise herein, or unless superseded by applicable any individual or organization without the prior written Federal or State statutes of limitation. approval of the County.The Contractor acknowledges that in receiving,storing,processing or otherwise dealing with Intellectual Property Rights any confidential information it will safeguard and not further disclose the information except as otherwise Copyrights and Ownership of Deliverables: All provided in this contract. deliverable items produced pursuant to this contract are the exclusive property of the County. The Contractor shall not Oversight assert a claim of copyright or other property interest in such deliverables. Access to Persons and Records: The State Auditor shall have access to persons and records as a result of all Federal Intellectual Property Bankruptcy Protection contracts or grants entered into by State agencies or Act: The Parties agree that the County shall be entitled to political subdivisions in accordance with General Statute all rights and benefits of the Federal Intellectual Property 147-64.7. Additionally,as the State funding authority,the Bankruptcy Protection Act,Public Law 100-506,codified Department of Health and Human Services shall have at 11 U.S.C. 365 (n)and any amendments thereto. access to persons and records as a result of all contracts or grants entered into by State agencies or political Compliance with Applicable Laws subdivisions. Compliance with Laws: The Contractor shall comply Record Retention:Records shall not be destroyed,purged with all laws, ordinances, codes, rules, regulations, and or disposed of without the express written consent of the licensing requirements that are applicable to the conduct of County. The Department of Health and Human Services' its business, including those of federal, state, and local basic records retention policy requires all records to be agencies having jurisdiction and/or authority. retained for a minimum of three years following completion or termination of the contract. If the contract is Title VI,Civil Rights Compliance: In accordance with subject to Federal policy and regulations,record retention Federal law and U.S. Department of Agriculture(USDA) will normally be longer than three years since records must and U.S. Department of Health and Human Services be retained for a period of three years following (HHS) policy, this institution is prohibited from submission of the final Federal Financial Status Report,if discriminating on the basis of race,color, national origin, applicable, or three years following the submission of a sex, age or disability. Under the Food Stamp Act and revised final Federal Financial Status Report. Also,if any General Terms and Conditions—(07/10) Page 3 of 5 Contract#68-2001 Northen Blue,L.L.P. litigation,claim,negotiation,audit,disallowance action,or other action involving this contract has been started before Amendment: This contract may not be amended orally or expiration of the three year retention period described by performance. Any amendment must be made in written above,the records must be retained until completion of the form and executed by duly authorized representatives of action and resolution of all issues which arise from it, or the County and the Contractor. until the end of the regular three year period described above,whichever is later. 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 Warranties and Certifications and all other provisions and requirements of this contract shall remain in full force and effect. Date and Time Warranty: The Contractor warrants that the product(s) and service(s) furnished pursuant to this Headings: The Section and Paragraph headings in these contract("product"includes,without limitation,any piece General Terms and Conditions are not material parts of the of equipment,hardware,firmware,middleware,custom or agreement and should not be used to construe the meaning commercial software,or internal components,subroutines, thereof. and interfaces therein)that perform any date and/or time data recognition function,calculation,or sequencing will Time of the Essence: Time is of the essence in the support a four digit year format and will provide accurate performance of this contract. date/time data and leap year calculations. This warranty shall survive the termination or expiration of this contract. Executive Order#24:"By Executive Order 24,issued by Governor Perdue,and N.C.G.S.§ 133-32,it is unlawful for Certification Regarding Collection of Taxes: G.S. 143- any vendor or contractor(i.e.architect,bidder,contractor, 59.1 bars the Secretary of Administration from entering construction manager, design professional, engineer, into contracts with vendors that meet one of the conditions landlord, offeror, seller, subcontractor, supplier, or of G.S. 105-164.8(b)and yet refuse to collect use taxes on vendor), to make gifts or to give favors to any State sales of tangible personal property to purchasers in North employee of the Governor's Cabinet Agencies (i.e., Carolina. The conditions include: (a) maintenance of a Administration,Commerce,Correction,Crime Control and retail establishment or office; (b) presence of Public Safety, Cultural Resources, Environment and representatives in the State that solicit sales or transact Natural Resources,Health and Human Services,Juvenile business on behalf of the vendor; and (c) systematic Justice and Delinquency Prevention, Revenue, exploitation of the market by media-assisted, media- Transportation, and the Office of the Governor). This facilitated, or media-solicited means. The Contractor prohibition covers those vendors and contractors who have certifies that it and all of its affiliates (if any) collect all a contract with a governmental agency;or have performed required taxes. under such a contract within the past year; or anticipate bidding on such a contract in the future. Miscellaneous For additional information regarding the specific Choice of Law: The validity of this contract and any of its requirements and exemptions,vendors and contractors are terms or provisions,as well as the rights and duties of the encouraged to review Executive Order 24 and G.S. Sec. parties to this contract, are governed by the laws of North 133-32. Carolina.The Contractor, by signing this contract,agrees and submits,solely for matters concerning this Contract,to Executive Order 24 also encouraged and invited other the exclusive jurisdiction of the courts of North Carolina State Agencies to implement the requirements and and agrees, solely for such purpose, that the exclusive prohibitions of the Executive Order to their agencies. venue for any legal proceedings shall be Orange County, Vendors and contractors should contact other State North Carolina. The place of this contract and all Agencies to determine if those agencies have adopted transactions and agreements relating to it, and their situs Executive Order 24." and forum,shall be Orange County,North Carolina,where all matters,whether sounding in contract or tort,relating to Key Personnel: The Contractor shall not replace any of the validity,construction,interpretation,and enforcement the key personnel assigned to the performance of this shall be determined. contract without the prior written approval of the County. General Terms and Conditions—(07/10) Page 4 of 5 Contract#68-2001 Northen Blue,L.L.P. The term "key personnel" includes any and all persons Department of Revenue for a refund of all sales and use identified as such in the contract documents and any other taxes paid by them in the performance of this contract, persons subsequently identified as key personnel by the pursuant to G.S. 105-164.14; and (b) exclude all written agreement of the parties. refundable sales and use taxes from all reportable expenditures before the expenses are entered in their Care of Property: The Contractor agrees that it shall be reimbursement reports. responsible for the proper custody and care of any property furnished to it for use in connection with the performance Advertising: The Contractor shall not use the award of of this contract and will reimburse the County for loss of, this contract as a part of any news release or commercial or damage to, such property. At the termination of this advertising. contract, the Contractor shall contact the County for instructions as to the disposition of such property and shall Orange County Living Wage: Orange County is comply with these instructions. committed to providing its employees with a living wage and encourages agencies to which it provides funding to Travel Expenses: Reimbursement to the Contractor for pursue the same goal. The County's living wage hourly travel mileage, meals, lodging and other travel expenses standard, as adopted by the Orange County Board of incurred in the performance of this contract shall not County Commissioners annually, can be found in the exceed the rates established in County policy. Orange County Budget Ordinance. To the extent possible, Orange County recommends that the Contractor and all Sales/Use Tax Refunds: If eligible,the Contractor and all subcontractors provide a living wage, as defined in this subcontractors shall: (a) ask the North Carolina section,to their employees. General Terms and Conditions—(07/10) Page 5 of 5 Contract#68-2001 Northen Blue,L.L.P. ATTACHMENT B SCOPE OF WORK Orange County Department of Social Services Federal Tax Id.or SSN Contract# 68-2001 A. CONTRACTOR INFORMATION 1. Contractor Agency Name: Northen Blue,L.L.P. 2. If different from Contract Administrator Information in General Contract: Address Telephone Number: Fax Number: Email: 3. Name of Program(s): Legal Services 4. Status: ( )Public ( )Private,Not for Profit (X)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 legal consultation to agency staff regarding child welfare issues and adult protective services cases. The Contractor will conduct court proceedings and handle other legal matters on behalf of the County related to adoption,foster care,adult protective services and child protective 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,Maximum Allowable,(See Rates for Services Chart) 2.Negotiated County Rate. $165/hour 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. 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 Contractor shall be compensated at the hourly rate set forth in this contract for attendance at programs,meetings and seminars relating to Social Services law, and for any training provided to Contract-Scope of Work(07/08) Page lof 2 Contract#68-2001 Northen Blue,L.L.P. the Department's employees,and shall be reimbursed for lodging and transportation necessary for attendance at those programs,meetings,seminars and presentations. The Contractor shall be reimbursed for the services of clerks and legal assistants hired to assist the Contractor in the performance of the Contractor's duties to the County,and the cost of faxing, telephone, copying, and postal expenses at a flat rate of $500.00/month. Related costs and expenses advanced by the Contractor on behalf of the County shall be reimbursed to Contractor. The Contractor shall be reimbursed for the services of expert witnesses hired to assist the Contractor in the performance of the Contractor's duties to the County. F.Area to be served/Delivery site(s): Orange County / r) lj / (Sign are of 1�mnty Authorized Person) atur,�f Contractor) 0 41-11 (P IS 7#012 (Date Submitted) (Dat Sub itted) Contract-Scope of Work(07/08) Page 2of 2 Contract#68-2001 Northen Blue,L.L.P. 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: (1)The dangers of drug abuse in the workplace; (2)The Contractor's policy of maintaining a drug-free workplace; (3)Any available drug counseling,rehabilitation,and employee assistance programs;and (4)The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; C. Making it a requirement that each employee be engaged in the performance of the agreement be given a copy of the statement required by paragraph(A); D. Notifying the employee in the statement required by paragraph(A)that,as a condition of employment under the agreement,the employee will: (1)Abide by the terms of the statement;and (2)Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction; E. Notifying the County within ten days after receiving notice under subparagraph(D)(2)from an employee or otherwise receiving actual notice of such conviction; F. Taking one of the following actions,within 30 days of receiving notice under subparagraph (D)(2),with respect to any employee who is so convicted: (1)Taking appropriate personnel action against such an employee,up to and including termination;or (2)Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State,or local health, law enforcement,or other appropriate agency;and Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs(A),(B),(C),(D),(E),and(F). Federal Certification-Drug-Free Workplace(07/10) Page 1 of 2 Contract#68-2001 Northen Blue,L.L.P. II. The site(s)for the performance of work done in connection with the specific agreement are listed below: 1. (Street address) (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. §§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 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. dELIOA/V nt S : at e Title (o I 1s 1 Div Agency/Organization Date (Certification signature should be same as Contract signature.) Federal Certification-Drug-Free Workplace(07/10) Page 2 of 2 Contract#68-2001 Northen Blue,L.L.P. 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#68-2001 Northen Blue,L.L.P. 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 -re/ - git y , Notary Public for said County and State, certify that Cu.ro/ T fk kopvt L personally appeared before me this day and acknowledged that he/she is a ixv-f ner of 1t/ lit {,i M/ue Caul C'cm and by that authority duly given and as the Cats, 41,4 with fit. act of the corporation, affirmed that the foregoing Conflict of Interest Interestlicy Rules of/0405,en l a,*c lfb 'e a Contact-4- fort .a s a+J itA ;s a aril eKiteedr -�y e-- i ; o etin held en th: day-of - --- Sl, at- Aim N ,, Sworn to and subscribed before me this /544- day of , Zvi Z ••, • '•.•. // 0D (Official Seal) /40 OTAnt 19.E__ Notary Public € } } 3 ; e My Commission expires 9, /y ZO/(o ,2( _ Jz f 5�5'S. A B GL Conflict of Interest Policy(06/04) Page 2 of 3 Contract#68-2001 Northen Blue,L.L.P. Attache is tthee Conflict of Interest Polic for:Northen Blue,L.L.P. Ct ' ,) /, Sign tune o Co .oration Official Conflict of Interest Policy(06/04) Page 3 of 3 Contract #68-2001 Northen Blue, L.L.P. ATTACHMENTE OVERDUE TAXES Orange County Department of Social Services NORTHEN BLUE, L.L.P. A LIMITED LIABILITY PARTNERSHIP ATTORNEYS AT LAW The Exchange at Meadowmont 1414 Raleigh Road Suite 435 Chapel Hill, NC 27517 JOHN A.NORTHEN MAILING ADDRESS J.WILLIAM BLUE,JR. PO BOX 2208 DAVID M.ROOKS,III CHAPEL HILL,NC 27515-2208 CHARLES H.THIBAUT CAROL J.HOLCOMB TELEPHONE (919)968-4441 VICKI L.PARROTT TELEFAX(919)942-6603 EMILY C.WEATHERFORD WWW.northenblue.com STEPHANIE OSBORNE-RODGERS SAMANTHA HYATT CABE EMAIL:cih(dinbfirm.com JOHN PAUL H.COURNOYER Date of Certification 06/14/2012 To: Orange County Department of Social Services Certification: We certify that the Northen Blue, L.L.P. 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: David M.Rooks,III and Carol J.Holcomb,being duly sworn, say that we are partners of the law firm of Northen Blue,L.L.P.,of Chapel Hill in the State of North Carolina; and that the foregoing certification is true, accurate and complete to the best of our knowledge and was made and subscribed by us. We also acknowledge and understand that any misuse of State funds will be reported to the appropriate authorities for further 00(4-0/,1...,11 1,,.N.,,.,'D "am''• Gt� avid M. Rooks,III, Partner +\'•••• y,"q�.�•., Carol J. Hcomb,Partner r�=j1 O �' Sworn to and subscribed bef(jrevile' h the day of tfte date of said certification. z :U : SZ , , q ••1�11.1.1a.INN1NN1NN.Nj \ .? ' ommission� �'r Expires: / 1/.ire 'o/ otary ature and •/al) C O Overdue Taxes —(07/08) Page 1 of 1 Contract#68-2001 Northen Blue,L.L.P. ATTACHMENT G CERTIFICATION REGARDING LOBBYING Orange County Department of Social Services Certification for Contracts,Grants,Loans and Cooperative Agreements The undersigned certifies,to the best of his or her knowledge and belief,that: (1) No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of any Federal,state or local government agency,a Member of Congress,a Member of the General Assembly,an officer or employee of Congress,an officer or employee of the General Assembly,an employee of a Member of Congress,or an employee of a Member of the General Assembly in connection with the awarding of any Federal or state contract,the making of any Federal or state grant,the making of any Federal or state loan,the entering into of any cooperative agreement,and the extension,continuation, renewal,amendment,or modification of any Federal or state contract,grant,loan,or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal,state or local government agency,a Member of Congress,a Member of the General Assembly,an officer or employee of Congress,an officer or employee of the General Assembly,an employee of a Member of Congress,or an employee of a Member of the General Assembly in connection with the awarding of any Federal or state contract,the making of any Federal or state grant,the making of any Federal or state loan,the entering into of any cooperative agreement,and the extension,continuation, renewal,amendment,or modification of any Federal or state contract, grant,loan,or cooperative agreement,the undersigned shall complete and submit Standard Form LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers(including subcontracts, subgrants, and contracts under grants,loans,and cooperative agreements)and that all subrecipients shall certify and disclose accordingly. (4) This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352,Title 31,U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. Notwithstanding other provisions of federal OMB Circulars A-122 and A-87,costs associated with the following activities are unallowable: Paragraph A. (1) Attempts to influence the outcomes of any Federal, State,or local election,referendum, initiative,or similar procedure,through in kind or cash contributions, endorsements,publicity,or similar activity; (2) Establishing,administering,contributing to,or paying the expenses of a political party,campaign, political action committee,or other organization established for the purpose of influencing the outcomes of elections; (3) Any attempt to influence: (i)The introduction of Federal or State legislation; or(ii)the enactment or modification of any pending Federal or State legislation through communication with any member or employee of the Congress or State legislature(including efforts to influence State or local Federal Certification—Lobbying(07/08) Page 1 of 3 Contract#68-2001 Northen Blue,L.L.P. officials to engage in similar lobbying activity),or with any Government official or employee in connection with a decision to sign or veto enrolled legislation; (4) Any attempt to influence: (i)The introduction of Federal or State legislation; or(ii)the enactment or modification of any pending Federal or State legislation by preparing,distributing or using publicity or propaganda,or by urging members of the general public or any segment thereof to contribute to or participate in any mass demonstration,march,rally,fundraising drive,lobbying campaign or letter writing or telephone campaign;or (5) Legislative liaison activities, including attendance at legislative sessions or committee hearings, gathering information regarding legislation,and analyzing the effect of legislation,when such activities are carried on in support of or in knowing preparation for an effort to engage in unallowable lobbying. The following activities as enumerated in Paragraph B are excepted from the coverage of Paragraph A: Paragraph B. (1) Providing a technical and factual presentation of information on a topic directly related to the performance of a grant,contract or other agreement through hearing testimony, statements or letters to the Congress or a State legislature,or subdivision,member,or cognizant staff member thereof,in response to a documented request(including a Congressional Record notice requesting testimony or statements for the record at a regularly scheduled hearing)made by the recipient member,legislative body or subdivision,or a cognizant staff member thereof;provided such information is readily obtainable and can be readily put in deliverable form;and further provided that costs under this section for travel,lodging or meals are unallowable unless incurred to offer testimony at a regularly scheduled Congressional hearing pursuant to a written request for such presentation made by the Chairman or Ranking Minority Member of the Committee or Subcommittee conducting such hearing. (2) Any lobbying made unallowable by subparagraph A(3)to influence State legislation in order to directly reduce the cost,or to avoid material impairment of the organization's authority to perform the grant,contract,or other agreement. (3) Any activity specifically authorized by statute to be undertaken with funds from the grant,contract, or other agreement. Paragraph C. (1) When an organization seeks reimbursement for indirect costs,total lobbying costs shall be separately identified in the indirect cost rate proposal,and thereafter treated as other unallowable activity costs in accordance with the procedures of subparagraph B.(3). (2) Organizations shall submit,as part of the annual indirect cost rate proposal,a certification that the requirements and standards of this paragraph have been complied with. (3) Organizations shall maintain adequate records to demonstrate that the determination of costs as being allowable or unallowable pursuant to this section complies with the requirements of this Circular. (4) Time logs,calendars,or similar records shall not be required to be created for purposes of complying with this paragraph during any particular calendar month when:(1)the employee engages in lobbying(as defined in subparagraphs(a)and(b))25 percent or less of the employee's compensated hours of employment during that calendar month,and(2)within the preceding five- year period,the organization has not materially misstated allowable or unallowable costs of any nature,including legislative lobbying costs. When conditions(1)and(2)are met,organizations are not required to establish records to support the allowability of claimed costs in addition to records already required or maintained.Also,when conditions(1)and(2)are met,the absence of time logs, calendars,or similar records will not serve as a basis for disallowing costs by contesting estimates of lobbying time spent by employees during a calendar month. Federal Certification—Lobbying(07/08) Page 2 of 3 Contract#68-2001 Northen Blue,L.L.P. (5) Agencies shall establish procedures for resolving in advance, in consultation with OMB,any significant questions or disagreements concerning the interpretation or application of this section. Any such advance resolution shall be binding in any subsequent settlements, audits or investigations with respect to that grant or contract for purposes of interpretation of this Circular;provided, however,that this shall not be construed to prevent a contractor or grantee from contesting the lawfulness of such a determination. Paragraph D. Executive lobbying costs.Costs incurred in attempting to improperly influence either directly or indirectly, an employee or officer of the Executive Branch of the Federal Government to give consideration or to act regarding a sponsored agreement or a regulatory matter are unallowable.Improper influence means any influence that induces or tends to induce a Federal employee or officer to give consideration or to act regarding a federally sponsored agreement or regulatory matter on any basis other than the merits of the matter. UN n Signa Title Co- IC -701 Agency/Organization Date (Certification signature should be same as Contract signature.) Federal Certification—Lobbying(07/08) Page 3 of 3 Contract#68-2001 Northen Blue,L.L.P. ATTACHMENT H CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS Orange County Department of Social Services Instructions for Certification 1. By signing and submitting this proposal,the prospective lower tier participant is providing the certification set out below. 2. The certification in this clause is a material representation of the fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government,the department or agency with which this transaction originated may pursue available remedies,including suspension and/or debarment. 3. The prospective lower tier participant will provide immediate written notice to the person to which the proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "person," "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause,have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this proposal that,should the proposed covered transaction be entered into, it shall not knowingly enter any lower tier covered transaction with a person who is debarred,suspended,determined ineligible or voluntarily excluded from participation in this covered transaction unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled"Certification Regarding Debarment, Suspension,Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction,"without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred,suspended, ineligible,or voluntarily excluded from covered transaction,unless it knows that the certification is erroneous. A participant may decide the method and frequency of which it determines the eligibility of its principals. Each participant may,but is not required to,check the Nonprocurement List. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. Federal Certification-Debarment(07/08) Page 1 of 2 Contract#68-2001 Northen Blue, L.L.P. 9. Except for transactions authorized in paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended,debarred, ineligible,or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government,the department or agency with which this transaction originated may pursue available remedies, including suspension,and/or debarment. Certification Regarding Debarment, Suspension,Ineligibility and Voluntary Exclusion-Lower Tier Covered Transactions (1) The prospective lower tier participant certifies,by submission of this proposal,that neither it nor its principals is presently debarred,suspended,proposed for debarment,declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (2) Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. iu /41-6-YRIA--y Signature / Title Agency/Organization Date (Certification signature should be same as Contract signature.) Federal Certification-Debarment(07/08) Page 2 of 2 Contract#68-2001 Northen Blue,L.L.P. 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. Assure that all court proceedings be conducted within the timeframes required by General Statute. B. Provide case consultation to Orange County Department of Social Services staff within a reasonable timeframe so as to assure client safety and compliance with North Carolina laws and regulations. C. Assure that all court orders are prepared in a timely manner. Signat Title 44-46,n Agency/Organization Date (Certification signature should be same as Contract signature.) Outcomes (06/04) Page 1 of 1