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HomeMy WebLinkAbout2013-251 DSS-TAMM, LLC dba Right at Home for In home Services $415,647 Contract#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill CONTRACT# 68-2010 Fiscal Year Begins Julyl.2013 Ends June 30.2014 NORTH CAROLINA ORANGE COUNTY IN-HOME AIDE PROVIDER SERVICES AGREEMENT THIS AGREEMENT, is made and entered into this day ofttlL 2013 by and between Orange County, North Carolina for and on behalf of the Orange County Dlpartment of Social Services and the Orange County Department of Aging (the "County"); and TAMM, L.L.C. dba Right at Home — Durham/Chapel Hill (the "Contractor") whose federal tax identification number or Social Security Number is: WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth,the County hereby contracts for the services of the Contractor,and the Contractor agrees to provide the services to the County in accordance with the terms of this Agreement. 1. Contract Documents: This Agreement consists of this document as well as each of the documents listed below as indicated(collectively referred to as the"Contract Documents"). If the word "Yes"appears beside the title of the contract document at the time both parties execute this Agreement, then that document is included as part of this Agreement. If the word"No"appears beside the title of the contract document at the time both parties execute this Agreement,then that document is not included as part of this Agreement. Each of the Contract Documents made part hereof are attached hereto and incorporated herein by reference to the same: TITLE OF CONTRACT DOCUMENT YES/NO (1) The General Terms and Conditions(Attachment A) YES (2) The Scope of Work,services, and rate(Attachment B) YES (3) Federal Drug Free Workplace&Nondiscrimination Certification(Attachment C) YES (4) Conflict of Interest Policy(Attachment D) YES (5) No Overdue Taxes Certification(Attachment E) YES (6) Certification Regarding Lobbying(Attachment G) YES (7) Certification Regarding Debarment(Attachment H) YES (8) Business Associate Addendum(Attachment I) YES (9) Certification Regarding Transportation(Attachment J) YES Contract#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill (10) Outcomes&Reporting(Attachment N) YES (11) Contract Determination Questionnaire YES 2. Precedence Among Contract Documents: In the event of a conflict between or among the terns of the Contract Documents and this Agreement,the terms of this Agreement shall control. In the event of a conflict between or among the terms of the Contract Documents,then the Contract Documents with the highest relative precedence shall prevail. The order of precedence shall be the order of documents as listed in Section 1,above,with Attachment A having precedence over Attachment B and so forth. If there are multiple Contract Amendments,the most recent amendment shall have the highest precedence and the oldest amendment shall have the lowest precedence. 3. Effective Period: This Agreement shall be effective from July 1,2013 through June 30,2014. 4. Contractor's Duties: The Contractor shall provide the services to the County described in Attachment B in accordance with the approved rate as described in Attachment B, Scope of Work,and shall meet the requirements set forth in Attachment N,Outcomes and Reporting. 5. County's Duties: The County shall pay the Contractor in the manner and in the amounts specified in the Contract Documents. (a) The total amount paid by the County to the Contractor under this Agreement for the provision of services to the Department of Social Services shall not exceed: $415,647. This amount consists of$415,647 in Federal, State and County funds(CFDA# ), $0(source of other funds if applicable). (b) The total amount paid by the County to the Contractor under this Agreement for the provision of services to the Department on Aging shall not exceed: $75,000. This amount consists of $75,000 in Federal, State and County funds(CFDA# ),$0(source of other funds if applicable). ® (c) There are no matching requirements from the Contractor. ❑ (d) The Contractor's matching requirement is$ ,which shall consist of: ❑ In-kind ❑ Cash ❑ Cash and In-kind ❑ Cash and/or In-kind The contributions from the Contractor for matching requirements for the provision of services to the Department of Social Services shall be sourced from non-federal funds. 6. Reporting Requirements: Contractor shall comply with audit requirements as described in N.C.G.S. § 143-6-22&23 and OMB Circular A-133. 7. Payment Provisions: Payment shall be made in accordance with the Contract Documents as described in the Scope of Work,Attachment B. 8. Contract Administrators: All notices permitted or required to be given by one Party to the other and all questions about the contract from one Party to the other shall be addressed and delivered to the other Party's Contract Administrator. The name,post office address, street address,telephone Contract#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill number,fax number,and email address of the Parties' respective initial Contract Administrators are set out below. Either party may change the name,post office address,street address,telephone number, fax number,or email address of its Contract Administrator by giving timely written notice to the other Party. For Services Performed on Behalf of the Department of Social Services: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Renee Bynum,Adult Services Supervisor Renee Bynum,Adult Services Supervisor Orange County Department of Social Services Orange County Department of Social Services P.O. Box 8181 113 Mayo Street Hillsborough,NC 27278 Hillsborough,NC 27278 (919)245-2881 (919)644-3005 b num co.oran e.nc.us For Services Performed on Behalf of the Department on Aging: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Janice Tyler, Director Janice Tyler,Director Orange County Department on Aging Orange County Department on Aging 2551 Homestead Road 2551 Homestead Road Chapel Hill,NC 27516 Chapel Hill,NC 27516 (919)968-2071 't ler co.oran e.nc.us For the Contractor: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Tori Williams Reid,Ph.D.,Agency Director Tori Williams Reid,Ph.D. Right at Home—Durham/Chapel Hill Right at Home—Durham/Chapel Hill 105 W.Corbin St.Suite 203 105 W. Corbin St. Suite 203 Hillsborough,NC 27278 Hillsborough,NC 27278 919-241-5292 919-241-4323 Fax info randch.com 9. No Assignment or Sub-Contract: Contractor shall not sub-contract out any of the services provided for in this Agreement or make any assignment of this Agreement(including rights to payments) without the prior written Consent of the County as specified more fully in Attachment A,General Terms and Conditions. 10. Supplementation of Expenditure of Public Funds: The Contractor assures that funds received pursuant to this contract shall be used only to supplement,not to supplant,the total amount of federal, state and local public funds that the Contractor otherwise expends for contract services and related programs. Funds received under this contract shall be used to provide additional public funding for Contract#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill such services;the funds shall not be used to reduce the Contractor's total expenditure of other public funds for such services. 11. Disbursements: As a condition of this contract,the Contractor acknowledges and agrees to make disbursements in accordance with the following requirements: (a) Implement adequate internal controls over disbursements; (b) Pre-audit all vouchers presented for payment to determine: • Validity and accuracy of payment • Payment due date • Adequacy of documentation supporting payment • Legality of disbursement (c) Assure adequate control of signature stamps/plates; (d) Assure adequate control of negotiable instruments; and (e) Implement procedures to insure that account balance is solvent and reconcile the account monthly. 12. Outsourcing to Other Countries: The Contractor certifies that it has identified to the County all jobs related to the contract that have been outsourced to other countries,if any. The Contractor further agrees that it will not outsource any such jobs during the term of this contract without providing notice to the County. 13. Federal Certifications: Individuals and Organizations receiving federal funds must ensure compliance with certain certifications required by federal laws and regulations. The contractor is hereby complying with Certifications regarding Nondiscrimination,Drug-Free Workplace Requirements, Environmental Tobacco Smoke,Debarment, Suspension,Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions,and Lobbying. These assurances and certifications are to be signed by the contractor's authorized representative. 14. Relationship of the Parties: Contractor is an independent contractor of the County. Contractor represents that it has or will secure, at its own expense, all personnel required in performing the services under this Agreement. Such personnel shall not be employees of or have any contractual relationship with the County. All personnel engaged in work under this Agreement shall be fully qualified and shall be authorized or permitted under state and local law to perform such services. It is further agreed by Contractor that it shall obey all State and Federal statutes, rules and regulations which are applicable to provisions of the services called for herein. Neither Contractor nor any employee of the Contractor shall be deemed an officer,employee or agent of the County. 15. Termination: This Agreement may be terminated as specified in Attachment A, General Terms And Conditions. 16. Insurance Requirements: Contractor shall obtain, at its sole expense, all insurance as required in Attachment A,General Terms And Conditions. 17. Indemnification: Contractor agrees to defend, indemnify, and hold harmless the County, for all loss, liability, claims or expense (including reasonable attorney's fees) arising from bodily injury, including death or property damage,to any person or persons caused in whole or in part by Contractor in accordance with Attachment A, General Terms And Conditions. It is the intent of this Section that Contractor indemnify County to the full extent permitted by law. Contract#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill 18. Entire Agreement: The parties have read this Agreement, including the Contract Documents, and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties. 19. Interpretation: When the context in which words are used in this Agreement indicates that such is the intent,words shall in the singular number shall include the plural and vice versa. The masculine gender shall include the feminine and neuter. IN WITNESS WHEREOF,the County and the Contractor have been first duly authorized,have executed and entered into this Agreement as of the day and year first above written. Contract#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill TAMM,L.L.C.DBA R�IGpHT AT HOME—DURHAM/CHAPEL HILL Zature Date to-r' �f'GL�LQcI�- Printed Name OTitle ORANGE COUN H AROLI A By: Mers ate 'd n �/✓ ai Nnll J 60 c_LK�q A-°a"a-V NAME OF SUP RVISING DEPARTMENTS (�1-0/-C3 Nancy Cost n, So ' 1 Services Department Director Signature Date -S/3 Janice Tyl r epartment of Aging Director Signature Date This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. 4..c..w A . J/ A, -11-17113 Clarence G.Grier,Asst.County Manager/CFO Date This c t t has n proved as to form and legal sufficiency. Annett M.Moore,kounty Attorney's Office Date Contract#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill (c) Owned by Contractor's employees and The contractor will maintain Insurance requirements if used in performance of this contract("non- required as noted under Article 7 Rule R2-36 of the North owned vehicle insurance"). Non-owned Carolina Utilities Commission. vehicle insurance protects employers when employees use their personal vehicles for work purposes. Non-owned vehicle Default and Termination insurance supplements, but does not replace,the car-owner's liability insurance. Termination Without Cause: The County may terminate this contract without cause by giving 30 days written The Contractor is not required to provide and maintain notice to the Contractor. automobile liability insurance on any vehicle—owned, hired,or non-owned--unless the vehicle is used in the Termination for Cause: If, through any cause, the performance of this contract. Contractor shall fail to fulfill its obligations under this (d) The insurance coverage minimums specified in contract in a timely and proper manner,the County shall subparagraph(a)are exclusive of defense costs. have the right to terminate this contract by giving written (e) The Contractor understands and agrees that the notice to the Contractor and specifying the effective date insurance coverage minimums specified in thereof. In that event,all finished or unfinished deliverable subparagraph (a) are not limits, or caps, on the items prepared by the Contractor under this contract shall, Contractor's liability or obligations under this contract. at the option of the County, become its property and the (f) The Contractor may obtain a waiver of any one or more Contractor shall be entitled to receive just and equitable 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 coverage made. Notwithstanding the foregoing provision, the and limits specified in subparagraph(a). The County Contractor shall not be relieved of liability to the County shall be the sole judge of whether such a waiver for damages sustained by the County by virtue of the should be granted. Contractor's breach of this agreement,and the County may (g) The Contractor may obtain a waiver of any one or more withhold any payment due the Contractor for the purpose of the requirements in paragraph(a)by demonstrating of setoff until such time as the exact amount of damages that it is self-insured and that its self-insurance due the County from such breach can be determined. In provides protection that is equal to or greater than the case of default by the Contractor, without limiting any coverage and limits specified in subparagraph(a). The other remedies for breach available to it,the County may County shall be the sole judge of whether such a procure the contract services from other sources and hold waiver should be granted. the Contractor responsible for any excess cost occasioned (h) Providing and maintaining the types and amounts of thereby. The filing of a petition for bankruptcy by the insurance or self-insurance specified in this paragraph Contractor shall be an act of default under this contract. 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 Commissioner subsequent default or breach and shall not be construed to of Insurance to do business in the State of North be modification of the terms of this contract unless stated Carolina.All such insurance shall meet all laws of the to be such in writing, signed by an authorized State of North Carolina. representative of the County and the Contractor and 0) The Contractor shall comply at all times with all lawful attached to the contract. 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 with to the appropriation, allocation, and availability of funds the requirements of this paragraph by submitting for this purpose to the County. certificates of insurance to the County before the Contractor begins work under this contract. Force Majeure: Neither party shall be deemed to be in default of its obligations hereunder if and so long as it is Transportation of Clients by Contractor: prevented from performing such obligations by any act of war,hostile foreign action,nuclear explosion,riot,strikes, General Terms and Conditions—(07/10) Page 2 of 5 Contract#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill civil insurrection,earthquake,hurricane,tornado,or other Trafficking Victims Protection Act of 2000 : catastrophic natural event or act of God. The Contractor will comply with the requirements of Section 106(8)of the Trafficking Victims Protection Act Survival of Promises: All promises,requirements,terms, of 2000,as amended(22 U.S.C.7104) conditions, provisions, representations, guarantees, and warranties contained herein shall survive the contract Confidentiality expiration or termination date unless specifically provided otherwise herein, or unless superseded by applicable Confidentiality: Any information, data, instruments, Federal or State statutes of limitation. documents, studies or reports given to or prepared or assembled by the Contractor under this agreement shall be Intellectual Property Rights kept as confidential and not divulged or made available to any individual or organization without the prior written Copyrights and Ownership of Deliverables: All approval of the County.The Contractor acknowledges that deliverable items produced pursuant to this contract are the in receiving,storing,processing or otherwise dealing with exclusive property of the County. The Contractor shall not any confidential information it will safeguard and not assert a claim of copyright or other property interest in further disclose the information except as otherwise such deliverables. provided in this contract. Federal Intellectual Property Bankruptcy Protection Oversight Act: The Parties agree that the County shall be entitled to all rights and benefits of the Federal Intellectual Property Access to Persons and Records: The State Auditor shall Bankruptcy Protection Act,Public Law 100-506,codified have access to persons and records as a result of all at 11 U.S.C. 365 (n)and any amendments thereto. contracts or grants entered into by State agencies or political subdivisions in accordance with General Statute Compliance with Applicable Laws 147-64.7. Additionally,as the State funding authority,the Department of Health and Human Services shall have Compliance with Laws: The Contractor shall comply access to persons and records as a result of all contracts or with all laws, ordinances, codes, rules, regulations, and grants entered into by State agencies or political licensing requirements that are applicable to the conduct of subdivisions. its business, including those of federal, state, and local agencies having jurisdiction and/or authority. Record Retention: Records shall not be destroyed, purged or disposed of without the express written consent Title VI,Civil Rights Compliance: In accordance with of the County. The North Carolina State basic records Federal law and U.S.Department of Agriculture(USDA) retention policy requires all grant records to be retained for and U.S. Department of Health and Human Services a minimum of five years or until all audit exceptions have (HHS) policy, this institution is prohibited from been resolved, whichever is longer. If the contract is discriminating on the basis of race,color,national origin, subject to federal policy and regulations,record retention sex, age or disability. Under the Food Stamp Act and may be longer than five years since records must be USDA policy, discrimination is prohibited also on the retained for a period of three years following submission of basis of religion or political beliefs. the final Federal Financial Status Report,if applicable,or three years following the submission of a revised final Equal Employment Opportunity: The Contractor shall Federal Financial Status Report. Also, if any litigation, comply with all federal and State laws relating to equal claim, negotiation, audit, disallowance action, or other employment opportunity. action involving this Contract has been started before expiration of the five-year retention period described Health Insurance Portability and Accountability Act above,the records must be retained until completion of the (HIPAA): The Contractor agrees that, if the County action and resolution of all issues which arise from it, or determines that some or all of the activities within the until the end of the regular five-year period described scope of this contract are subject to the Health Insurance above, whichever is later. Portability and Accountability Act of 1996,P.L. 104-91, as amended("HIPAA"),or its implementing regulations, Warranties and Certifications it will comply with the HIPAA requirements and will execute such agreements and practices as the County Date and Time Warranty: The Contractor warrants that may require to ensure compliance. the product(s) and service(s) furnished pursuant to this contract("product"includes,without limitation,any piece General Terms and Conditions—(07/10) Page 3 of 5 Contract#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill 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: It is unlawful for any vendor, contractor,subcontractor or supplier of the state to make Certification Regarding Collection of Taxes: G.S. 143- gifts or to give favors to any state employee. For 59.1 bars the Secretary of Administration from entering additional information regarding the specific into contracts with vendors that meet one of the conditions requirements and exemptions,contractors are of G.S. 105-164.8(b)and yet refuse to collect use taxes on encouraged to review Executive Order 24 and G.S. Sec. sales of tangible personal property to purchasers in North 133-32. Carolina. The conditions include: (a) maintenance of a retail establishment or office; (b) presence of Key Personnel: The Contractor shall not replace any of representatives in the State that solicit sales or transact the key personnel assigned to the performance of this business on behalf of the vendor; and (c) systematic contract without the prior written approval of the County. exploitation of the market by media-assisted, media- The term "key personnel" includes any and all persons facilitated, or media-solicited means. The Contractor identified as such in the contract documents and any other certifies that it and all of its affiliates (if any) collect all persons subsequently identified as key personnel by the required taxes. written agreement of the parties. Miscellaneous Care of Property: The Contractor agrees that it shall be responsible for the proper custody and care of any property Choice of Law: The validity of this contract and any of its furnished to it for use in connection with the performance terms or provisions,as well as the rights and duties of the of this contract and will reimburse the County for loss of, parties to this contract,are governed by the laws of North or damage to, such property. At the termination of this Carolina. The Contractor,by signing this contract,agrees contract, the Contractor shall contact the County for and submits,solely for matters concerning this Contract,to instructions as to the disposition of such property and shall the exclusive jurisdiction of the courts of North Carolina comply with these instructions. and agrees, solely for such purpose, that the exclusive venue for any legal proceedings shall be Orange County, Travel Expenses: Reimbursement, if provided in this North Carolina. The place of this contract and all Agreement, to the Contractor for travel mileage, meals, transactions and agreements relating to it, and their situs lodging and other travel expenses incurred in the and forum,shall be Orange County,North Carolina,where performance of this contract shall not exceed the rates all matters,whether sounding in contract or tort,relating to established in County policy. the validity,construction,interpretation,and enforcement shall be determined. Sales/Use Tax Refunds: If eligible,the Contractor and all subcontractors shall: (a) ask the North Carolina Amendment: This contract may not be amended orally or Department of Revenue for a refund of all sales and use by performance. Any amendment must be made in written taxes paid by them in the performance of this contract, form and executed by duly authorized representatives of pursuant to G.S. 105-164.14; and (b) exclude all the County and the Contractor. refundable sales and use taxes from all reportable expenditures before the expenses are entered in their Severability: In the event that a court of competent reimbursement reports. jurisdiction holds that a provision or requirement of this contract violates any applicable law,each such provision Advertising: The Contractor shall not use the award of or requirement shall continue to be enforced to the extent it this contract as a part of any news release or commercial is not in violation of law or is not otherwise unenforceable advertising. and all other provisions and requirements of this contract shall remain in full force and effect. Orange County Living Wage: Orange County is committed to providing its employees with a living wage Headings: The Section and Paragraph headings in these and encourages agencies to which it provides funding to General Terms and Conditions are not material parts of the pursue the same goal. The County's living wage hourly standard, as adopted by the Orange County Board of General Terms and Conditions—(07/10) Page 4 of 5 Contract 468-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill County Commissioners annually, can be found in the subcontractors provide a living wage, as defined in this Orange County Budget Ordinance. To the extent possible, section,to their employees. Orange County recommends that the Contractor and all General Terms and Conditions—(07/10) Page 5 of 5 Contract#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill ATTACHMENT B SCOPE OF WORK Orange County Department of Social Services and Orange County Department on Aging Federal Tax Id.or SSN Contract# 68-2010 A. CONTRACTOR INFORMATION 1. Contractor Agency Name: TAMM, L.L.C. dba Right at Home—Durham/Chapel Hill 2. Ifdifferent from Contract Administrator Information in General Contract: Address Telephone Number: Fax Number: Email: 3. Name of Program(s): In-Home Services 4. Status: ( )Public ( )Private,Not for Profit (X)Private,For Profit 5. Contractor's Financial Reporting Year July 1,2013 through June 30,2014 B. Explanation of Services to be provided and to whom(include SIS Service Code): The Contractor will provide employees to perform in-home services for the Department of Social Services' clients and the Department on Aging's clients,at the level,amount and frequency specified by the social worker in the In-Home Aide Services Plan. (SIS Code 042,) The Contractor will provide Level II Home Management and Level III Personal Care. The Contractor is required to meet all goals and outcomes listed in Attachment N. C. Rate per unit of Service(define the unit): 1. If Standard Fixed Rate,Maximum Allowable,(See Rates for Services Chart) $14.40/hour 2.Negotiated County Rate. D.Number of units to be provided: E.Details of Billing process and Time Frames;The County will reimburse the Contractor for services described in this contract up to the budgetary limits of the contract allotment. The County will reimburse the Contractor at a rate of$14.40/hour for approved services provided.For reimbursement,the Contractor must submit an original and two copies of an invoice by the fifth of the month for the preceding month's expenditures to the designated County Administrator. All invoices for the provision of services to the Department of Social Services shall be submitted to the Administrator for said Department. All invoices for the provision of services to the Department on Aging shall be submitted to the Administrator for said Department. The County will reimburse the Contractor monthly upon receipt of a complete and correctly filed report. Contract-Scope of Work(06/04) Page 1 of 2 Contract#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill F.Area to be served/Delivery site(s): Orange County ;�" �a^ 9-,O i Nancy Costo ,Social Services Director / /(Signature of Contractor) (Date Submitted) (Date Submitted) Jani e T ler,Aging D' ctor i'- 1--/3 _ (Date Submitted) Contract-Scope of Work(06/04) Page 2of 2 Contract#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill 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#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill IL The site(s)for the performance of work done in connection with the specific agreement are listed below: (Street address) (City,county,state,zip code) 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. r <sa 64-G- 1S'ta a a�� Signature Title Fti�t � �e ot°L7,�hf �l�� CeAVZo�3 Agency/Organization Date (Certification signature should be same as Contract signature.) Federal Certification-Drug-Free Workplace(07/10) Page 2 of 2 Contract#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill ATTACHMENT D CONFLICT OF INTEREST POLICY Orange County Department of Social Services and Orange County Department on Aging The Board of Directors/Trustees or other governing persons, officers, employees or agents are to avoid any conflict of interest, even the appearance of a conflict of interest. The Organization's Board of Directors/Trustees or other governing body, officers, staff and agents are obligated to always act in the best interest of the organization.This obligation requires that any Board member or other governing person, officer, employee or agent, in the performance of Organization duties, seek only the furtherance of the Organization mission. At all times, Board members or other governing persons, officers, employees or agents, are prohibited from using their job title, the Organization's name or property,for private profit or benefit. A. The Board members or other governing persons, officers, employees, or agents of the Organization should neither solicit nor accept gratuities, favors, or anything of monetary value from current or potential contractors/vendors,persons receiving benefits from the Organization or persons who may benefit from the actions of any Board member or other governing person, officer, employee or agent. This is not intended to preclude bona-fide Organization fund raising- activities. B. A Board or other governing body member may, with the approval of Board or other governing body, receive honoraria for lectures and other such activities while not acting in any official capacity for the Organization. Officers may, with the approval of the Board or other governing body, receive honoraria for lectures and other such activities while on personal days, compensatory time, annual leave, or leave without pay. 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 a Board or other governing body member, officer, employee or agent is acting in any official capacity, honoraria received in connection with activities relating to the Organization are to be paid to the Organization. C. No Board member or other governing person, officer, employee, or agent of the Organization shall participate in the selection, award, or administration of a purchase or contract with a vendor where,to his knowledge,any of the following has a financial interest in that purchase or contract: 1. The Board member or other governing person,officer,employee,or agent; 2. Any member of their family by whole or half blood, step or personal relationship or relative-in-law; 3. An organization in which any of the above is an officer,director,or employee; 4. A person or organization with whom any of the above individuals is negotiating or has any arrangement concerning prospective employment or contracts. D. Duty to Disclosure--Any conflict of interest, potential conflict of interest, or the appearance of a conflict of interest is to be reported to the Board or other governing body or one's supervisor immediately. E. Board Action--When a conflict of interest is relevant to a matter requiring action by the Board of Directors/Trustees or other governing body,the Board member or other governing person,officer,employee,or agent(person(s))must disclose the existence of the conflict of interest and be given the opportunity to disclose all material facts to the Board and members of Conflict of Interest Policy(06/04) Pagel of 3 Contract#68-2010 TAMM,L.L.C.dba Right at Home-Durham/Chapel Hill committees with governing board delegated powers considering the possible conflict of interest. After disclosure of all material facts, and after any discussion with the person,he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. In addition,the person(s)shall not participate in the final deliberation or decision regarding the matter under consideration and shall leave the meeting during the discussion of and vote of the Board of Directors/Trustees or other governing body. F. Violations of the Conflicts of Interest Policy -- If the Board of Directors/Trustees or other governing body has reasonable cause to believe a member, officer, employee or agent has failed to disclose actual or possible conflicts of interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose. If, after hearing the person's response and after making further investigation as warranted by the circumstances, the Board of Directors/Trustees or other governing body determines the member, officer, employee or agent has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. G. Record of Conflict -- The minutes of the governing board and all committees with board delegated powers shall contain: 1. The names of the persons who disclosed or otherwise were found to have an actual or possible conflict of interest, the nature of the conflict of interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed. 2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement that presents a possible conflict of interest, the content of the discussion, including any alternatives to the transaction or arrangement, and a record of any votes taken in connection with the proceedings. Approved by: "--f, /,Z� dba -&14-f AIW(- Name of Organization Gj. -Z7-6( Signature of Organization Official &-/1 ,1((2 At-2- Date Conflict of Interest Policy(06/04) Page 2 of 3 Contract#68-2010 TAMM,L.L.C.dba Right at Home-Durham/Chapel Hill NOTARIZED CONFLICT OF INTEREST POLICY State of North Carolina County of Orange 1, %Izay-\Ko yo Ah r , Notary Public for said County and State, certify that KAAoc. V,'11.cd and (cR; personally appeared before me this day and acknowledged that he/she is -i o«rccf- Matz go& Ik(,A r. Kaaaq of 'tq,wAl L -C a-I- 4.mi— 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 Z4 day of t 3D , Sworn to and subscribed before me this�L•`day of , (OtTicial Seal) Notary Public My Commission expires OC �p� '� ,201 / �? :�pRY••. «.� CV zS Conflict of Interest Policy(06/04) Page 3 of 3 Contract#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill Right at 105 W.CORBIN STREET,SUITE 203 P 919.241.5292 www.randch.com Home. HILLSBOROUGH,NC 27278 I F 919.241.4323 I info @randch.com In Home Care&Assistance ATTACHMENT E OVERDUE TAXES Orange County Department of Social Services and Orange County Department on Aging June 24,2013 To: Orange County Department of Social Services Certification: We certify that TAMM, LLC dba Right at Home—Durham/Chapel Hill 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(b). Sworn Statement: Marc V. Reid and Tori Williams Reid being duly sworn, say that we are the Board Chair and Member/Manager respectively, of TAMM, LLC of Hillsborough 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 b Llr7 rted tote ropriate authorities for further action. t/ _ Boara Chair ft'. a).a—;—Fe"Cri�L,-). Member/Manager Sworn to and subscribed before me on the day of the date of said certification. �P My Commission Expires: C � � j 7 (PQ ary Sk3$ture and Seal; P :J ' G.S. 105-243.1 defines-' 'erdue tax debt.—Any part of a tax debt that remains unpaid 90 days or more after the notice of final assessment was mailed to the taxpayer.The term does not include a tax debt,however,if the taxpayer entered into an installment agreement for the tax debt under G.S. 105-237 within 90 days after the notice of final assessment was mailed and has not failed to make any payments due under the installment agreement." Overdue Taxes—(07/08) Page 1 of 1 Contract#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill 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#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill 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: (l)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 968-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill (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. Signature Title /Af4M, GC of q�� a,-( Hcf-ct Agency/Organization Date (Certification signature should be same as Contract signature.) Federal Certification—Lobbying(07/08) Page 3 of 3 Contract#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill 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#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill 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. (-,� �oe Q6�- a� Signature Title M M LAC 01ba Gq4"'t-e '(t Agency/Organization V Date (Certification signature should be same as Contract signature.) Federal Certification-Debarment(07/08) Page 2 of 2 Contract#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill ATTACHMENT BUSINESS ASSOCIATE ADDENDUM Orange County Department of Social Services and Orange County Department on Aging This Agreement is made effective the 14-day of j.1--C , 20M by and between Orange County ("Covered Entity") and TAMM, L.L.C. dba Ri t at Home — Durham/Chapel Hill ("Business Associate")(collectively the"Parties"). 1. BACKGROUND a. Covered Entity and Business Associate are parties to a contract entitled #68-2010 (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#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill 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#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill 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#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill 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#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill Nancy Coston,Aocial Services Director (Signature of Contractor) 6-7- o)_13 OZ4 12bl-z' (Date Submitted) (Date Submitted) Janie Tiler,Aging DirVctor 7- 5-13 (Date Submitted) Contract-HIPAA(06/04) Page 5 of 5 Contract#68-2010 TAMM,L.L.C.dba Right at Home-Durham/Chapel Hill ATTACHMENT J CERTIFICATION REGARDING TRANSPORTATION Orange County Department of Social Services and Orange County Department on Aging By execution of this Agreement the Contractor certifies that it will provide safe client transportation by: 1. Insuring that all drivers(including employees, contractors,contractor's employees,and volunteers)shall be at least 18 years of age; 2. Insuring that all drivers(including employees,contractors,contractor's employees,and volunteers)shall be licensed to operate the specific vehicle used in transporting clients in accordance with Chapter 20-7 of the General Statutes of North Carolina and the Division of Motor Vehicle requirements; 3. Insuring that all vehicles 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; 4. 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; 5. Contractor will maintain records documenting the following(County may require contractor to provide): a.Valid current copies of Drivers License for all drivers; b.Current valid Vehicle Registration,for all vehicles transporting clients; c.Driving records for all drivers for the past three years and with annual updates; d.Criminal Background checks through North Carolina Law Enforcement or NCIC prior to employment and every three years thereafter; e.Alcohol and Drug Testing policy to meet the Federal Transit Authority guidelines. 6. Disclosing,at the outset of the contract,upon renewal and upon request,any criminal convictions or other reasons for disqualifications from participation in Medicare,Medicaid or Title XX progra�mss. Signature on this form confirms this statement. ,v,.vv •J�/v�� � �.f�hC U� ?��h(Q,cC�jrr t.c� Title JA- Agency/Organization Date �- (Certification signature should be same as Contract signature.) Transportation Certification(05/09) Page 1 of I Contract#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill ATTACHMENT N OUTCOMES AND REPORTING Orange County Department of Social Services and Orange County Department on Aging By signing and submitting this document,the Contractor certifies that it agrees to the following: 1.The Contractor agrees to participate in program,fiscal and administrative monitoring and/or audits, making records and staff time available to Federal, State and County staff. 2. The Contractor agrees to take necessary steps for corrective action,as negotiated within a corrective action plan,for any items found to be out of compliance with Federal, State, and County laws,regulations, standards and/or terms of the Contract. 3.The Contractor agrees that continuation of and/or renewal of this Contract is contingent on meeting the following requirements. The Contractor agrees to: A. Allow the County to complete the assessment of each client. The County will complete an In- Home Aide Service Plan as part of the assessment. The County will provide the In-Home Aide Service Plan to the Contractor prior to the start of service. The County will update the In-Home Aide Service Plan as needed. B. Provide employees to perform in-home services for the County's clients,at the level,amount and frequency specified by the social worker in the In-Home Aide Service Plan. C. Assure that employees meet the competency requirements for the level(s)of service provided. The Contractor will provide verification, upon request,that the selected employee has been properly licensed and trained and is qualified to perform assigned tasks. D. Select and assign qualified employees to clients according to the clients' needs and the employees' abilities and experience. The Contractor agrees to honor requests made by the County for a change in assignment. E. Fulfill all employer financial obligations. F. In a timely manner,provide the County with information on significant changes in the clients' conditions or situations. G. Assure that the client is treated with dignity and respect,assist in protecting the client's assets and possessions,and assure confidentiality of client's circumstances. H. Allow aides to provide transportation,within reason,for both medical and personal reasons. 1. Provide care at Level II as appropriate to the needs of the client. J. Complete,for employees serving Level 11 clients,at least a quarterly on site visit to the home of at least one client the employee is serving. K. 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. L. Monthly contact and annual on-site visits with the County. The Contractor agrees to client contact per Home and Community Care Block Grant guidelines. M. Protective Service In-Home Aide requests are to be staffed within 24 hours and the hours to be worked are to be strictly adhered to. Referral acceptance by the Contractor is conditional on worker availability. The Contractor will notify the County within two hours if the request cannot be honored. N. Provide backup service when a client's usual In-Home Aide is unavailable. Outcomes (06/04) Page 1 of 2 Contract#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill O. High Risk In-Home Aide Service requests are to be staffed within five days. All other requests are to be filled within ten working days of the request. P. Changes in the service hours are to be made by the County. Requests for changes may be made by the Contractor,but are not finalized until notification is given by the County. Q. The Contractor will immediately notify the County when Protective Services Cases are not staffed, when In-Home Aide workers are absent,and/or when any of the following occur: a. The client dies. b. The client enters a rest home,nursing home, or hospital. c. The client moves from the original address on the request. d. The client refuses to accept the services or to comply with care requirements. e. There are significant factors that affect the client or significant changes in a client's situation. ,31-Vj 140-faa- Signature Title .(aANt LC-O—d6t -e, A4 of fLvk� CP�2�12vt3 Agency/Organization Date (Certification signature should be same as Contract signature.) Outcomes (06/04) Page 2 of 2