HomeMy WebLinkAbout2013-282 Housing - CHICLE for Intrepretation/Translation $ 20,000 NORTH CAROLINA S
COUNTYWIDE AGENCY INTERPRETER AND
TRANSLATION SERVICES AGREEMENT
ORANGE COUNTY
This Interpreter and Translation Services Agreement ("Agreement"), made and entered into this 1st
day of July, 2013, ("Effective Date")by and between Orange County,North Carolina a body politic and
corporate of the State of North Carolina ("County") and Chapel Hill Institute of Cultural and Language
Education,L.L.C. (CHICLE), ("Provider").
WITNESSETH:
For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts
for the services of the Provider, and the Provider agrees to provide the following Interpretation and
Translation Services (hereinafter referred to as "Services")to the County in accordance with the terms of
this Agreement:
A. Contract. This Contract consists of this document and additional documents checked below:
a. For Health Department:
i. ®Health Department Additional Terms and Conditions
ii. ® Business Associates Agreement
iii. ® Condition of Contract Statement
b. For Department of Social Services:
i. ® The General Terms and Conditions(Attachment A);
ii. ® The Scope of Work,description of services,and rate(Attachment B);
iii. ® Federal Certification Regarding Drug-Free Workplace(Attachment C);
iv. ® Conflict of Interest(Attachment D);
v. ®No Overdue Taxes(Attachment E);
These documents constitute the entire agreement between the Parties and supersede all prior oral or
written statements or agreements.
B. Services
1. Scope of Work.
a. This Agreement is for the Provider to furnish the services of qualified interpreters and
translators who speak and or write in English and a variety of other languages to County
to provide interpretation and or translation of those languages to County staff and clients.
b. By executing this Agreement, the Provider represents and agrees that Provider is
qualified to perform and fully capable of performing and providing the services required
or necessary under this Agreement in a fully competent,professional and timely manner.
c. Time is of the essence with respect to this Agreement.
d. The services to be performed under this Agreement consist of Basic Services, as
described and designated in Section 3 hereof. Compensation to the Provider for Basic
Services under this Agreement shall be as set forth herein.
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2. Responsibilities of the Provider
a. Services to be provided. The Provider shall provide the County with all services required
in Section 3 to satisfactorily complete the Project within the time limitations set forth
herein and in accordance with the highest professional standards.
b. Standard of Care.
i. The Provider shall exercise reasonable care and diligence in performing services
under this Agreement in accordance with the highest generally accepted
standards of this type of Provider practice throughout the United States and in
accordance with applicable federal, state and local laws and regulations
applicable to the performance of these services. Provider is solely responsible
for the professional quality, accuracy and timely completion and/or submission
of all work related to the Basic Services.
ii. Provider shall be responsible for all errors or omissions, in the performance of
the Agreement. Provider shall correct any and all errors, omissions,
discrepancies, ambiguities, mistakes or conflicts at no additional cost to the
County.
iii. The Provider shall not, except as otherwise provided for in this Agreement,
subcontract the performance of any work under this Agreement without prior
written permission of the County. No permission for subcontracting shall create,
between the County and the subcontractor, any contract or any other relationship.
iv. Provider is an independent contractor of County. Any and all employees of the
Provider engaged by the Provider in the performance of any work or services
required of the Provider under this Agreement, shall be considered employees or
agents of the Provider only and not of the County, and any and all claims that
may or might arise under any workers compensation or other law or contract on
behalf of said employees while so engaged shall be the sole obligation and
responsibility of the Provider.
v. Provider agrees that Provider, its employees, agents and its subcontractors, if
any, shall be required to comply with all federal, state and local
antidiscrimination laws, regulations and policies that relate to the performance of
Provider's services under this Agreement.
vi. If activities related to the performance of this Agreement require specific
licenses, certifications, or related credentials Provider represents that it and/or its
employees, agents and subcontractors engaged in such activities possess such
licenses, certifications, or credentials and that such licenses certifications, or
credentials are current,active, and not in a state of suspension or revocation.
3. Basic Services. The Provider will furnish Interpreter Services (referred to collectively as
"Services")under this Agreement as follows:
a. Professional Conduct. The Provider and Interpreters shall adhere to the standards of
professional conduct of an interpreter and translator while conducting the services to
include the following:
i. The Provider shall provide qualified persons to the County to interpret between
English and various other languages with the County staff and clients.
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ii. The Interpreters shall relate to all County clients and staff in a respectful and
professional manner.
iii. The Interpreters will interpret the information being shared between client/family
and staff as clearly as possible, without additional personal comments or biases
on the topic being discussed.
iv. The Translator will translate the information as clearly as possible without
changing the meaning and the intent of the document.
v. The Provider will provide Interpreters and Translators who will interpret and
translate to the best of his/her ability.
b. Client Confidentiality.
i. The Provider and each Interpreter and Translator agree to protect health
information (e.g., client name, appointment type, telephone number) that he/she
may receive in doing business with County. The Provider should ensure proper,
safe storage and protection of client information during use, and
shredding/deletion of such information when it is no longer necessary for
business purposes.
ii. The Provider and Translators acknowledge that they may have access to
information that is confidential as provided by state and federal laws and agree to
comply with all privacy policies, regulations, and laws as well as the Health
Insurance Portability and Accountability Act(HIPAA) of 1996(P.L.104-191).
iii. Breaches of client confidentiality by Provider, Interpreters or Translators may
result in automatic termination of this Agreement.
iv. Procedures and Guidelines upon acceptance of assignment for Interpretation:
1. The Provider agrees to provide at least 24 hour notice if the Interpreter is
unable to participate in a scheduled client contact.
2. The Interpreter will be expected to make confirmation phone calls to
clients in advance of an assigned appointment, when feasible, and when
the Provider is provided the information by County staff. The Interpreter
should notify County staff as soon as possible if the client has told the
Interpreter that he/she will not be able to make the appointment and/or if
he/she needs to reschedule. These confirmation calls will not be paid for
separately, but are considered part of the service when the Provider
accepts an assignment for an appointment.
3. Neither the Provider nor the Interpreter shall have contact with County
clients without County staff being present, unless specifically asked by
staff to call clients to confirm or schedule appointments. It is not
acceptable for the Interpreter to give out his/her home telephone number
or cell phone number for later contact between the family and Interpreter.
Interpreters should generally instruct clients to call the Department to
schedule an appointment or to inquire about services.
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v. Procedures and Guidelines when the Provider Accepts a Translation
Assignment:
1. When asked to translate from English into the second language, the
Translator shall review the original English version and request any
clarification from County staff prior to translation.
2. As needed, the Translator will discuss with County staff
recommendations to improve the utility and cultural appropriateness of
material for the target audience prior to translation. Upon consultation
with Translator, County staff may choose to modify the English version
before resubmitting for a direct translation. Document consultation may
be charged as part of the translation service, but must be agreed upon in
advance.
3. All translations should match the original version in terms of content and
format.
4. The Translator will submit an electronic version of the translation.
Documents must be formatted using an MS Word software program
and/or submitted as a PDF so that County staff can open and read the
document.
4. Duration of Services
a. Term. The term of this Agreement shall be from 07/01/2013 to 06/30/2014.
b. Scheduling of Services. The Provider shall schedule and perform his activities in a
timely manner. Should the County determine that the Provider is behind schedule, it may
require the Provider to expedite and accelerate his efforts, including providing additional
resources and working overtime, as necessary,to perform his services in accordance with
the approved project schedule at no additional cost to the County.
c. The Commencement Date for the Provider's Basic Services shall be 07/01/2013.
5. Compensation for Basic Services. Compensation for Basic Services shall include all
compensation due the Provider from the County for all services under this Agreement as provided
in Section 3 above.
a. The maximum amount payable for Basic Services shall not exceed $20,000 Dollars
($55.00 per/hour for interpretation and $0.18/word for translations). Payment for Basic
Services shall become due and payable within thirty (30) days of Provider properly
invoicing County. Payment shall be subject to provisions of Sections 5 (a)and(b).
b. For Interpretation: County will compensate Provider for services rendered at an hourly
rate. Per hour reimbursement will begin at the time the Provider meets with County staff
for the appointment and ends at the time the staff and interpreter contact is completed.
There will be a minimum of one(1)hour of service for an appointment.
i. County will reimburse the Provider for one (1) hour of service in the event of a
same day cancelled appointment. That includes appointments for clients who do
not show up for an appointment, and for those who cancel an appointment with
less than 24 hour notice. County will not reimburse for any Provider mileage.
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ii. County will process invoices on a monthly basis. Checks will be mailed directly
to the Provider in accordance with the Finance Department's schedule.
iii. Invoice Procedure. Each Interpreter shall complete and submit the County
"Invoice for Payment of Interpreting Services" form to County staff at the time
services are rendered. County staff will verify the information, sign and forward
the form for payment of services.
iv. The Interpreter will record the start and finish time worked to the minute. After
the first hour of service,payment will be calculated and paid per minute.
v. The Interpreter shall submit one invoice per client, unless there is a block of
appointments without interruption. Without interruption means that there were
no cancelled appointments and no lunch hour included. This is appropriate for a
group of clients who are served for the same type of appointment, at the same
location. (e.g., a morning in the dental clinic, an afternoon serving back-to-back
refugee communicable disease screening appointments.) When in doubt, the
Interpreter shall contact the County Language Coordinator.
vi. Cancelled Appointment. In the event of a cancelled appointment,the Provider is
required to stay until relieved of duty by the individual in charge. County staff
may require other interpreter-related services in place of the scheduled
appointment. As stated above, the Provider may submit an invoice in the event
of a broken appointment(with less than 24 hour notice).
vi. Telephone Interpretation. If the Interpreter is assisting County staff with a large
volume of telephone calls outside of a scheduled appointment time, the
Interpreter shall complete a Call Log to submit along with an invoice describing
the services performed. This type of service is paid by the minute,without a one
hour minute requirement for payment.
vii. Unexpected Closing or Delayed Opening. In the case of an unexpected closing
or delayed opening (e.g., inclement weather) of the Health Department, the
Provider shall not be paid for missed appointments. When in doubt,the Provider
or the Interpreter can call 732-8181 to see if county offices are open or are on a
delayed schedule. When possible,the Interpreter is also asked to help call his/her
scheduled clients to inform them of the delay or closing.
c. For Translation. The Provider will complete and submit either the County Invoice for
Payment of Translation Services form to County staff at the time the service is rendered.
County staff will verify the information, sign and forward the form for payment of
services.
d. Disputes. In the event the amount stated on an invoice is disputed by the County, the
County may withhold payment of all or a portion of the amount stated on an invoice until
the parties resolve the dispute. Should Provider fail to perform its duties under the terms
of this Agreement, County may, without fault or penalty, withhold any payment
associated with the work to be performed until such time as said work is completed.
e. Additional Services. County shall not be responsible for costs related to any services in
addition to the Basic Services performed by Provider unless County requests such
additional services in writing and such additional services are evidenced by a written
amendment to this Agreement.
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6. Responsibilities of the County.
a. The County has designated (Marlyn Henriquez Valeiko) to act as the County's
representative with respect to the Project and shall have the authority to render decisions
within guidelines established by the County Manager and/or the County Board of
Commissioners and shall be available during working hours as often as may be
reasonably required to render decisions and to furnish information.
7. Insurance. The Provider shall purchase and maintain and shall cause each of his subcontractors to
purchase and maintain,during the period of performance of this Agreement:
a. Types of Insurance.
i. Worker's Compensation Insurance for protection from claims under workers' or
workmen's compensation acts;
ii. Comprehensive General Liability Insurance covering claims arising out of or
relating to bodily injury, including bodily injury, sickness, disease or death of
any of the Provider's employees or any other person and to real and personal
property including loss of use resulting thereof;
iii. Comprehensive Automobile Liability Insurance, including hired and non-owned
vehicles, if any, covering personal injury or death, and property damage.
Provider acknowledges that they have determined that Comprehensive
Automobile Liability Insurance is not necessary and agree to indemnify the
County in accordance with Section A.8 entitled"Indemnity"below.
b. Insurance Rating. The minimum insurance rating for any company insuring the Provider
shall be Best's A. If the Provider does not meet the insurance requirements, the County's
Risk Manager must be consulted prior to finalizing this Agreement.
c. Limits of Coverage.Minimum limits of insurance coverage shall be as follows:
INSURANCE DESCRIPTION MINIMUM REQUIRED COVERAGE
d • Worker's Compensation Limits for Coverage A-Statutory State of N.C.
Coverage B -Employers Liability
$500,000 each accident and policy limit
I and disease each employee
n
• Commercial General Liability $1,000,000 Each Occurrence; $2,000,000 Aggregate.
ed. All insurance policies (with the exception of Worker's Compensation)required under
this Agreement shall name the County as an additional insured party. Evidence of such
insurance shall be furnished to the County, together with evidence that each policy
provides the County with not less than thirty (30) days prior written notice of any
cancellation,non-renewal or reduction of coverage.
8. Indemnity. The Provider agrees to defend,indemnify and hold harmless the County from all loss,
liability, claims or expense, including attorney's fees, arising out of or related to the Project and
arising from bodily injury including death or property damage to any person or persons caused in
whole or in part by the negligence or misconduct of the Provider except to the extent same are
caused by the negligence or willful misconduct of the County. It is the intent of this provision to
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require the Provider to indemnify the County to the fullest extent permitted under North Carolina
law.
9. Amendments to the Agreement. Changes in the Basic Services and entitlement to additional
compensation or a change in duration of this Agreement shall be made by a written Amendment
to this Agreement executed by the County and the Provider. The Provider shall proceed to
perform the Services required by the Amendment only after receiving a fully executed
Amendment from the County.
10. Termination
a. Termination for Convenience of the County. This Agreement may be terminated without
cause by the County and for its convenience upon seven(7) days' prior written notice to
the Provider.
b. Other Termination. The Provider may terminate this Agreement based upon the County's
material breach of this Agreement; provided, the County has not taken all reasonable
actions to remedy the breach. The Provider shall give the County seven (7) days' prior
written notice of its intent to terminate this Agreement for cause.
c. Compensation After Termination.
i. In the event of termination,the Provider shall be paid that portion of the fees and
expenses that it has earned to the date of termination, less any costs or expenses
incurred or anticipated to be incurred by the County due to errors or omissions of
the Provider.
ii. Should this Agreement be terminated, the Provider shall deliver to the County
within seven (7) days, at no additional cost, all deliverables including any
electronic data or files relating to the Project.
d. Waiver. The payment of any sums by the County under this Agreement or the failure of
the County to require compliance by the Provider with any provisions of this Agreement
or the waiver by the County of any breach of this Agreement shall not constitute a waiver
of any claim for damages by the County for any breach of this Agreement or a waiver of
any other required compliance with this Agreement.
C. Additional Provisions
1. Limitation and Assignment. The County and the Provider each bind themselves, their
successors, assigns and legal representatives to the terms of this Agreement. Neither the
County nor the Provider shall assign or transfer its interest in this Agreement without the
written consent of the other.
2. Independent Contractor: The Provider is and shall be deemed to be an independent
contractor in the performance of this contract and as such shall be wholly responsible for
the work to be performed and for the supervision of its employees. The Provider
represents that it has, or shall secure at its own expense, all personnel required in
performing the services under this agreement. Such employees shall not be employees of,
or have any individual contractual relationship with the County.
3. GoverningLaw. This Agreement and the duties,responsibilities, obligations and rights of
respective parties hereunder shall be governed by the laws of the State of North Carolina.
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4. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages
with respect to any provision of, or the performance or non-performance of, this
Agreement shall be brought in the General Court of Justice of North Carolina sitting in
Orange County,North Carolina. It is agreed by the parties that no other court shall have
jurisdiction or venue with respect to such suits or actions. The Parties may agree to
nonbinding mediation of any dispute prior to the bringing of such suit or action.
5. Entire Agreement. This Agreement represents the entire and integrated agreement
between the County and the Provider and supersedes all prior negotiations,
representations or agreements, either written or oral. This Agreement may be amended
only by written instrument signed by both parties. Modifications may be evidenced by
facsimile signatures.
6. Severability. If any provision of this Agreement is held as a matter of law to be
unenforceable, the remainder of this Agreement shall be valid and binding upon the
Parties.
7. Ownership of Work Product. Should Provider's performance of this Agreement generate
documents, items or things that are specific to this Project such documents, items or
things shall become the property of the County and may be used on any other project
without additional compensation to the Provider. The use of the documents, items or
things by the County or by any person or entity for any purpose other than the Project as
set forth in this Agreement shall be at the full risk of the County.
8. Additional Terms and Condition. The County may have additional terms and conditions
that shall be provided as an attachment(s)and is(are)hereby incorporated by reference.
9. 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 Section A above, with this contract document having the highest
precedence then the first listed document 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.
10. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the
validity of this Agreement is based upon the availability of public funding under the
authority of its statutory mandate. In the event that public funds are unavailable and not
appropriated for the performance of County's obligations under this Agreement,then this
Agreement shall automatically expire without penalty to County immediately upon
written notice to Provider of the unavailability and non-appropriation of public funds.
11. Notices. Any notice required by this Agreement shall be in writing and delivered by
certified or registered mail,return receipt requested to the following:
Orange County Provider's Name
Attention: Housing,Human Rights and CHICLE
Community Development Director c/o Executive Director
P.O.Box 8181 101 E.Weaver Street, 3`d Floor
Hillsborough,NC 27278 Carrboro,NC 27510
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IN WITNESS WHEREOF,the Parties, by and through their authorized agents,have hereunder set their
hands and seal,all as of the day and year first above written.
ORANGE COUNTY: PROVIDER:
By. 10V& By
Frank Clifton, C t Manager
Printed Name and Title
Federal Tax ID#:
This in ent has een app% ved as to technical content.
a L. Fike ,Ho ing,Human Rights and Community Development Director
Thi t t has been approved as to form and legal sufficiency.
An&tte M.Wore, Sta#f Attorney
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal
Control Act.
C J. A,
Clarence G.Grier,Financial Services Director
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Orange County Health Department
Additional Terms and Conditions
These are additional terms and condition to the Agreement between Orange County and Provider to the
Countywide Agency Interpreter Agreement. The additional terms and conditions shall supersede any
terms and conditions in the original contract and are hereby incorporated as follows:
Add to Subsection B.3.a Basic Services
V. The Provider and Interpreters will follow the National Code of Ethics and
Standards of Practice outlined by the National Council on Interpreting in
Health Care which can be found at www.ncihc.org and is hereby
incorporated by reference.
vi. The Interpreters are required to sign the OCHD Conditions of Contract
Statement containing the confidentiality, Title X and public health
activities in emergency situations information which is hereby incorporated
by reference.
Add to Section B.3.iii the following sentence:
The Provider should generally instruct clients to call the Health
Department front desk staff or the Spanish voicemail line at 644-
3350 (when language appropriate) to schedule an appointment or to
inquire about services.
Add to Subsection B.3
C. Medical Documentation.
i. Each Interpreter furnished by Provider is required to provide proof of immunity
to varicella, measles, mumps and rubella prior to inception of contract work.
Proof of immunity must be one of the following: medical records diagnosing the
disease, laboratory records confirming the disease, laboratory records
documenting positive disease titers, or medical records documenting receipt of 2
doses of each vaccine. (Exception: If the Interpreter has documentation of only
one dose of vaccine, the Provider must provide documentation of a second dose
within 60 days of the first day of contract work.) The Provider is responsible for
covering all costs associated with acquiring any necessary titers, medical
diagnosis or laboratory confirmation of disease or vaccinations.
ii. Each Interpreter is required to get a TB screening and provide those results to
OCHD prior to beginning contract work. The Provider is responsible for the
costs associated with acquiring such screening. The screening can be one of the
following:
a. Receipt of a TB skin test (TST) if the Provider has no history of TB
infection/disease or of a positive TST(Note: If the Interpreter has not had an
additional TST within the previous 12 months, a second TST will be required
one week after the first to establish an accurate baseline.)
b. Completion of a TB Screening Form by a medical provider if the Interpreter
has a history of TB disease or of having a positive TST.
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Add sentence to end of 5.2.ii.
Exception: "Family" Refugee Health Assessment (communicable disease and/or
physical exam) appointments with 3 or more family members will only be
reimbursed for a total of two (2) hours in the case of same day cancelled
appointments. OCHD will not reimburse the Provider if an appointment is
cancelled with more than 24 hour notice.
Replace 5.b.iii with the following
Cancelled Appointments. In the event of a cancelled appointment,the Interpreter is
required to stay until relieved of duty by the nurse supervisor or the individual in
charge of clinical operations. OCHD staff may require other interpreter-related
services in place of the scheduled appointment. As stated above, the Provider may
submit an invoice in the event of a cancelled appointment (with less than 24 hour
notice).
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BUSINESS ASSOCIATE AGREEMENT
This Agreement is made effective the 1 st of July, 2013, by and between Orange County on
behalf of the Orange County Health Department, hereinafter referred to as "Covered Entity", and
CHICLE, hereinafter referred to as "Business Associate," (individually, a "Party" and collectively, the
"Parties").
WITNESSETH:
WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and
Accountability Act of 1996, Public Law 104-191, known as "the Administrative Simplification provisions,"
direct the Department of Health and Human Services to develop standards to protect the security,
confidentiality and integrity of health information; and
WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and
Human Services has issued regulations modifying 45 CFR Parts 160 and 164 (the "HIPAA Security and
Privacy Rule"); and
WHEREAS, the Parties wish to enter into or have entered into an arrangement whereby
Business Associate will provide certain services to Covered Entity, and, pursuant to such arrangement,
Business Associate may be considered a "business associate" of Covered Entity as defined in the
HIPAA Security and Privacy Rule (the agreement evidencing such arrangement is entitled Countywide
Interpreter/Translator Contract($15,000 or less) , dated July 1, 2013, and is hereby referred to as the
"Arrangement Agreement"); and
WHEREAS, Business Associate may have access to Protected Health Information (as defined
below) in fulfilling its responsibilities under such arrangement;
THEREFORE, in consideration of the Parties' continuing obligations under the Arrangement
Agreement, the Parties agree to the provisions of this Agreement in order to address the requirements
of the HIPAA Security and Privacy Rule and to protect the interests of both Parties.
I. DEFINITIONS
Except as otherwise defined herein, terms used in this Agreement shall have the same meaning
as those terms set forth in the HIPAA Security and Privacy Rule.
II. CONFIDENTIALITY REQUIREMENTS
(a) Business Associate shall:
(i) use or disclose any protected health information solely as permitted or
required by this Agreement, the Arrangement Agreement(if consistent
with this Agreement and the HIPAA Security and Privacy Rule), or as
required by law.
(ii) ensure that its agents, including a subcontractor, to whom it provides
protected health information received from or created by Business
Associate on behalf of Covered Entity, agrees to the same restrictions
and conditions that apply to Business Associate with respect to such
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information. In addition, Business Associate agrees to take reasonable
steps to ensure that its employees' actions or omissions do not cause
Business Associate to breach the terms of this Agreement;
(iii) implement appropriate safeguards to prevent use or disclosure of
protected health information other than as permitted or required by this
Agreement;
(iv) permit the Secretary of Health and Human Services to audit Business
Associate's records and practices related to use and disclosure of
protected health information to ensure Covered Entity's compliance with
the terms of the HIPAA Security and Privacy Rule;
(v) report to Covered Entity any use or disclosure of protected health
information which is not in compliance with the terms of this Agreement of
which it becomes aware;
(vi) report to Covered Entity any Security Incident of which it becomes
aware. For purposes of this Agreement, "Security Incident" means the
attempted or successful unauthorized access, use disclosure,
modification, or destruction of information or interference with system
operations in an information system; and
(vii) mitigate, to the extent practicable, any harmful effect that is known to
Business Associate of a use or disclosure of protected health information
by Business Associate in violation of the requirements of this Agreement.
(b) Notwithstanding the prohibitions set forth in this Agreement or the Arrangement
Agreement, Business Associate may use and disclose protected health information as
follows:
(i) if necessary, for the proper management and administration of Business
Associate or to carry out the legal responsibilities of Business Associate,
provided that as to any such disclosure, the following requirements are
met:
(A) the disclosure is required by law; or
(B) Business Associate obtains reasonable assurances from the
person to whom the information is disclosed that it will be held
confidentially and 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 Business Associate of any instances of
which it is aware in which the confidentiality of the information has
been breached;
(ii) for data aggregation services, if such services are to be provided by
Business Associate for the health care operations of Covered Entity
pursuant to any agreements between the Parties evidencing their
business relationship.
III. AVAILABILITY OF PROTECTED HEALTH INFORMATION
Business Associate shall:
(a) at the request of Covered Entity, provide access to protected health information in a
designated record set to Covered Entity or, as directed by Covered Entity, to an
individual, in a time and manner sufficient to permit Covered Entity to comply with the
requirements of 45 CFR 164.524.
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(b) at the request of Covered Entity or an individual, make any amendment(s)to protected
health information in a designated record set that are directed by or agreed to by
Covered Entity, in a time and manner sufficient to permit Covered Entity to comply with
the requirements of 45 CFR 164.526.
(c) document disclosures of protected health information and information related to such
disclosures in a manner sufficient to permit Covered Entity to respond to a request by an
individual for an accounting of disclosures of protected health information in accordance
with 45 CFR 164.528 and provide such documentation to Covered Entity or an individual
as directed by Covered Entity.
IV. TERMINATION
(a) Term: This Agreement terminates when the Arrangement Agreement terminates or as
provided in Paragraph IV.b. below(termination for cause).
(b) Termination for cause: Upon Covered Entity's knowledge of a material breach by
Business Associate, Covered Entity shall either:
(i) provide an opportunity for Business Associate to cure the breach or end
the violation or, if Business Associate does not cure the breach or end the
violation within the time specified by Covered Entity, terminate this
Agreement and the Arrangement Agreement; or
(ii) immediately terminate this Agreement and the Arrangement Agreement if
Business Associate has breached a material term of this Agreement and
cure is not possible.
(c) Return or destruction of protected health information: At termination of this Agreement,
the Arrangement Agreement (or any similar documentation of the business relationship
of the Parties), or upon request of Covered Entity, whichever occurs first, Business
Associate shall:
(i) if feasible, return or destroy all protected health information received from
or created or received by Business Associate on behalf of Covered Entity
that Business Associate still maintains in any form. Business Associate
shall only destroy protected health information with the written approval of
Covered Entity. After return or destruction, Business Associate shall
retain no copies of such information.
(ii) if return or destruction is not feasible, Business Associate will provide
Covered Entity with documentation explaining the reason that it is not
feasible. If the protected health information is not returned or destroyed,
Business Associate will extend the protections of this Agreement to the
information and limit further uses and disclosures to those purposes that
make the return or destruction of the information not feasible.
(d) Survival: The obligations of Business Associate under this Agreement shall survive the
expiration, termination, or cancellation of this Agreement, the Arrangement Agreement
and/or the business relationship of the parties, and shall continue to bind Business
Associate, its agents, employees, contractors, successors, and assigns as set forth
herein.
V. MISCELLANEOUS
4
(a) All protected health information that is created or received by Covered Entity and
disclosed or made available in any form, including paper record, oral communication,
audio recording, and electronic display by Covered Entity or its operating units to
Business Associate or is created or received by Business Associate on Covered Entity's
behalf shall be subject to this Agreement.
(b) A reference in this Agreement to a section in the HIPAA Security and Privacy Rule
means the section as in effect or as amended.
(c) In the event of an inconsistency between the provisions of this Agreement(including
definitions) and mandatory provisions of the HIPAA Security and Privacy Rule, as
amended, the HIPAA Security and Privacy Rule shall control. Where provisions of this
Agreement are different than those mandated in the HIPAA Security and Privacy Rule,
but are nonetheless permitted by the HIPAA Security and Privacy Rule, the provisions of
this Agreement shall control.
(d) Except as expressly stated herein or the HIPAA Security and Privacy Rule, the parties to
this Agreement do not intend to create any rights in any third parties.
(e) This Agreement may be amended or modified only in a writing signed by the Parties. No
Party may assign its respective rights and obligations under this Agreement without the
prior written consent of the other Party. None of the provisions of this Agreement are
intended to create, nor will they be deemed to create any relationship between the
Parties other than that of independent parties contracting with each other solely for the
purposes of effecting the provisions of this Agreement and any other agreements
between the Parties evidencing their business relationship.
(f) This Agreement will be governed by the laws of the State of North Carolina.
(g) No change, waiver or discharge of any liability or obligation hereunder on any one or
more occasions shall be deemed a waiver of performance of any continuing or other
obligation, or shall prohibit enforcement of any obligation, on any other occasion.
(h) The parties agree that, in the event that any documentation of the arrangement pursuant
to which Business Associate provides services to Covered Entity contains provisions
relating to the use or disclosure of protected health information that are more restrictive
than the provisions of this Agreement, the provisions of the more restrictive
documentation will control.
(i) In the event that any provision of this Agreement is held by a court of competent
jurisdiction to be invalid or unenforceable, the remainder of the provisions of this
Agreement will remain in full force and effect.
(j) The headings in this Agreement are for convenience of reference only and shall not
define or limit any of the terms or provisions hereof.
5
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year
written above.
COVERED ENTITY: BUSINESS ASSOCIATE:
By: By:
Title: Title s,,
6
ORANGE COUNTY HEALTH DEPARTMENT
Contracted Interpreters
Conditions of Contract Statement
Confidentiality
As a Contract Interpreter for Orange County Health Department (OCHD), I acknowledge that I may have
access to information that is confidential as mandated by state and federal law, HIPAA regulation and/or
Orange County policy. I recognize my legal obligation as a Contractor to maintain the confidentiality of
information about former and current recipients of OCHD services.
I understand that release of information determined to be confidential by law to unauthorized persons may
result in criminal prosecution. I further understand that the failure to maintain legally required confidentiality
of information constitutes "misconduct"within the meaning of the Orange County Personnel Ordinance and
may lead to disciplinary action, including termination of contract.
If a question arises regarding whether a release of information may be public record vs. confidential client
information, I will seek assistance from an OCHD Clinic Manager.
Title X Information Requirement
OCHD provides services solely on a voluntary basis. A client's acceptance of service is not a prerequisite to
eligibility or receipt of a non-Title X service (Family Planning).
As an OCHD Contract Interpreter, you may be subject to prosecution under Federal law if you coerce or
endeavor to coerce any person to undergo an abortion or a sterilization procedure.
As an Interpreter, your responsibility is to convey the message from the provider to the client to the best of
your ability, without prejudice or personal bias. If you are present when an OCHD employee attempts to
coerce a person to undergo an abortion or a sterilization procedure, discontinue interpreting, and report this to
the Clinic Manager.
Public Health Activities in Emergency Situations
In order to fulfill the responsibilities of the department in emergency situations or in training, and due to our
limited number of bilingual staff, you may be asked to work at emergency shelters or other locations
designated by the Health Director or emergency operations. You may also be asked to participate in
emergency drills and exercises. As a Contractor,you do have the right to decline any of these special
requests.
I certify that I have read and understand the conditions stated above. I have had an opportunity to discuss the
conditions and requirements of my contract with a designated agency representative.
f r , n /,i.L•
Contractor Name: C/{� I�e�tt-�c y� �u�Q,�v�C,t�Q�Z�.to�Q ` Date: q-(2-113
T
Contractor Signature: J9 Date: ( 2
OCHD Representative: Date:
Contract
CHICLE
ATTACHMENT A
GENERAL TERMS AND CONDITIONS
Orange County Department of Social Services
Relationships of the Parties respective successors. It is expressly understood and
agreed that the enforcement of the terms and
Independent Contractor: The Contractor is and conditions of this contract, and all rights of action
shall be deemed to be an independent contractor in the relating to such enforcement,shall be strictly reserved
performance of this contract and as such shall be to the County and the named Contractor. Nothing
wholly responsible for the work to be performed and contained in this document shall give or allow any
for the supervision of its employees. The Contractor claim or right of action whatsoever by any other third
represents that it has, or shall secure at its own person. It is the express intention of the County and
expense, all personnel required in performing the Contractor that any such person or entity, other than
services under this agreement. Such employees shall the County or the Contractor, receiving services or
not be employees of, or have any individual benefits under this contract shall be deemed an
contractual relationship with the County. incidental beneficiary only.
Subcontracting: The Contractor shall not
subcontract any of the work contemplated under this Indemnity and Insurance
contract without prior written approval. from the
County. Any approved subcontract shall be subject to Indemnification: The Contractor agrees to
all conditions of this contract.Only the subcontractors indemnify and hold harmless the County and any of
specified in the contract documents are to be their officers,agents and employees,from any claims
considered approved upon award of the contract. The of third parties arising out or any act or omission of
County shall not be obligated to pay for any work the Contractor in connection with the performance of
performed by any unapproved subcontractor. The this contract.
Contractor shall be responsible for the performance of
all of its subcontractors. Insurance: During the term of the contract, the
Contractor at its sole cost and expense shall provide
Assignment: No assignment of the Contractor's commercial insurance of such type and with such
obligations or the Contractor's right to receive terms and limits as may be reasonably associated with
payment hereunder shall be permitted.However,upon the contract. As a minimum, the Contractor shall
written request approved by the issuing purchasing provide and maintain the following coverage and
authority,the County may: limits:
(a) Forward the Contractor's payment check(s) (a) Worker's Compensation - The contractor
directly to any person or entity designated by shall provide and maintain Worker's
the Contractor, or Compensation Insurance as required by the
(b) Include any person or entity designated by laws of North Carolina,as well as employer's
Contractor as a joint payee on the Contractor's liability coverage with minimum limits of
payment check(s). $500,000.00, covering all of Contractor's
In no event shall such approval and action obligate the employees who are engaged in any work
County to anyone other than the Contractor and the under the contract. If any work is sublet, the
Contractor shall remain responsible for fulfillment of Contractor shall require the subcontractor to
all contract obligations. provide the same coverage for any of his
employees engaged in any work under the
Beneficiaries: Except as herein specifically provided contract.
otherwise, this contract shall inure to the benefit of (b) Commercial General Liability - General
and be binding upon the parties hereto and their Liability Coverage on a Comprehensive Broad
General Terms and Conditions—(06/04) Page 1 of 5
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CHICLE
Form on an occurrence basis in the minimum contract in a timely and proper manner, the County
amount of $1,000,000.00 Combined Single shall have the right to terminate this contract by
Limit. (Defense cost shall be in excess of the giving written notice to the Contractor and specifying
limit of liability.) the effective date thereof. In that event,all finished or
(c) Automobile-Automobile Liability Insurance, unfinished deliverable items prepared by the
to include liability coverage, covering all Contractor under this contract shall, at the option.of
owned,hired and non-owned vehicles used in the County, become its property and the Contractor
performance of the contract. The minimum shall be entitled to receive just and equitable
combined single limit shall be $500,000.00 compensation for any satisfactory work completed on
bodily injury and property damage; such materials, minus any payment or compensation
$500,000.00 uninsured/under insured previously made. Notwithstanding the foregoing
motorist; and $25,000.00 medical payment. provision, the Contractor shall not be relieved of
Providing and maintaining adequate insurance liability to the County for damages sustained by the
coverage is a material obligation of the Contractor County by virtue of the Contractor's breach of this
and is of the essence of this contract. The Contractor agreement, and the County may withhold any
may meet its requirements of maintaining specified payment due the Contractor for the purpose of setoff
coverage and limits by demonstrating to the County until such time as the exact amount of damages due
that there is in force insurance with equivalent the County from such breach can be determined. In
coverage and limits that will offer at least the same case of default by the Contractor,without limiting any
protection to the County. All such insurance shall other remedies for breach available to it, the County
meet all laws of the State of North Carolina. Such may procure the contract services from other sources
insurance coverage shall be obtained from companies and hold the Contractor responsible for any excess
that are authorized to provide such coverage and that cost occasioned thereby. The filing of a petition for
are authorized by the Commissioner of Insurance to bankruptcy by the Contractor shall be an act of default
do business in North Carolina. The Contractor shall under this contract.
at all times comply with the terms of such insurance
policies,and all requirements of the insurer under any Waiver of Default: Waiver by the County of any
such insurance policies, except as they may conflict default or breach in compliance with the terms of this
with existing North Carolina laws or this contract. contract by the Provider shall not be deemed a waiver
The limits of coverage under each insurance policy of any subsequent default or breach and shall not be
maintained by the Contractor shall not be interpreted construed to be modification of the terms of this
as limiting the contractor's liability and obligations contract unless stated to be such in writing,signed by
under the contract. an authorized representative of the County and the
Contractor and attached to the contract.
Default and Termination
Availability of Funds: The parties to this contract
Termination Without Cause: The County may agree and understand that the payment of the sums
terminate this contract without cause by giving 30 specified in this contract is dependent and contingent
days written notice to the Contractor. In that event, upon and subject to the appropriation,allocation,and
all finished or unfinished deliverable items prepared availability of funds for this purpose to the County.
by the Contractor under this contract shall, at the
option of the County, become its property and the Force Majeure:Neither party shall be deemed to be
Contractor shall be entitled to receive just and in default of its obligations hereunder if and so long
equitable compensation for any satisfactory work as it is prevented from performing such obligations by
completed on such materials, minus any payment or any act of war, hostile foreign action, nuclear
compensation previously made. explosion,riot,strikes,civil insurrection,earthquake,
hurricane,tornado,or other catastrophic natural event
Termination for Cause: If, through any cause, the or act of God.
Contractor shall fail to fulfill its obligations under this
General Terms and Conditions—(06/04) Page 2 of 5
Contract
CHICLE
Survival of Promises: All promises, requirements, Confidentiality: Any information,data,instruments,
terms, conditions, provisions, representations, documents, studies or reports given to or prepared or
guarantees, and warranties contained herein shall assembled by the Contractor under this agreement
survive the contract expiration or termination date shall be kept as confidential and not divulged or made
unless specifically provided otherwise herein, or available to any individual or organization without the
unless superseded by applicable Federal or State prior written approval of the County. The Contractor
statutes of limitation. acknowledges that in receiving,storing,processing or
otherwise dealing with any confidential information it
Intellectual Property Rights will safeguard and not further disclose the information
except as otherwise provided in this contract.
Copyrights and Ownership of Deliverables: All
deliverable items produced pursuant to this contract Oversight
are the exclusive property of the County. The
Contractor shall not assert a claim of copyright or Access to Persons and Records: The State Auditor
other property interest in such deliverables. shall have access to persons and records as a result of
all contracts or grants entered into by State agencies
Federal Intellectual Property Bankruptcy or political subdivisions in accordance with General
Protection Act: The Parties agree that the County Statute 147-64.7. Additionally, as the State funding
shall be entitled to all rights and benefits of the authority, the Department of Health and Human
Federal Intellectual Property Bankruptcy Protection Services shall have access to persons and records as a
Act, Public Law 100-506, codified at 11 U.S.C. 365 result of all contracts or grants entered into by State
(n) and any amendments thereto. agencies or political subdivisions.
Compliance with Applicable Laws Record Retention: Records shall not be destroyed,
purged or disposed of without the express written
Compliance with Laws: The Contractor shall consent of the County.The Department of Health and
comply with all laws, ordinances, codes, rules, Human Services' basic records retention policy
regulations, and licensing requirements that are requires all records to be retained for a minimum of
applicable to the conduct of its business, including three years following completion or termination of the
those of federal, state, and local agencies having contract. If the contract is subject to Federal policy
jurisdiction and/or authority. and regulations, record retention will normally be
longer than three years since records must be retained
Equal Employment Opportunity: The Contractor for a period of three years following submission of the
shall comply with all federal and State laws relating to final Federal Financial Status Report,if applicable,or
equal employment opportunity. three years following the submission of a revised final
Federal Financial Status Report. Also, if any
Health Insurance Portability and Accountability litigation, claim, negotiation, audit, disallowance
Act(HIPAA): The Contractor agrees that, if the action,or other action involving this contract has been
County determines that some or all of the activities started before expiration of the three year retention
within the scope of this contract are subject to the period described above,the records must be retained
Health Insurance Portability and Accountability Act until completion of the action and resolution of all
of 1996, P.L. 104-91, as amended("HIPAA"), or its issues which arise from it, or until the end of the
implementing regulations, it will comply with the regular three year period described above,whichever
HIPAA requirements and will execute such is later.
agreements and practices as the County may require
to ensure compliance. Warranties and Certifications
Confidentiality Date and Time Warranty: The Contractor warrants
that the product(s) and service(s) furnished pursuant
General Terms and Conditions—(06/04) Page 3 of 5
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CHICLE
to this contract ("product" includes, without Severability: In the event that a court of competent
limitation, any piece of equipment, hardware, jurisdiction holds that a provision or requirement of
firmware, middleware, custom or commercial this contract violates any applicable law, each such
software, or internal components, subroutines, and provision or requirement shall continue to be enforced
interfaces therein) that perform any date and/or time to the extent it is not in violation of law or is not
data recognition function, calculation, or sequencing otherwise unenforceable and all other provisions and
will support a four digit year format and will provide requirements of this contract shall remain in full force
accurate date/time data and leap year calculations. and effect.
This warranty shall survive the termination or
expiration of this contract. Headings: The Section and Paragraph headings in
these General Terms and Conditions are not material
Certification Regarding Collection of Taxes: G.S. parts of the agreement and should not be used to
143-59.1 bars the Secretary of Administration from construe the meaning thereof,
entering into contracts with vendors that meet one of
the conditions of G.S. 105-164.8(b) and yet refuse to Time of the Essence: Time is of the essence in the
collect use taxes on sales of tangible personal performance of this contract.
property to purchasers in North Carolina. The
conditions include: (a) maintenance of a retail Key Personnel: The Contractor shall not replace any
establishment or office; (b) presence of of the key personnel assigned to the performance of
representatives in the State that solicit sales or this contract without the prior written approval of the
transact business on behalf of the vendor; and (c) County. The term"key personnel"includes any and
systematic exploitation of the market by media- all persons identified as such in the contract
assisted,media-facilitated,or media-solicited means. documents and any other persons subsequently
The Contractor certifies that it and all of its affiliates identified as key personnel by the written agreement
(if any) collect all required taxes. of the parties.
Miscellaneous Care of Property: The Contractor agrees that it shall
be responsible for the proper custody and care of any
Choice of Law: The validity of this contract and any property furnished to it for use in connection with the
of its terms or provisions, as well as the rights and performance of this contract and will reimburse the
duties of the parties to this contract, are governed by County for loss of, or damage to, such property. At
the laws of North Carolina. The Contractor, by the termination of this contract, the Contractor shall
signing this contract, agrees and submits, solely for contact the County for instructions as to the
matters concerning this Contract, to the exclusive disposition of such property and shall comply with
jurisdiction of the courts of North Carolina and these instructions.
agrees, solely for such purpose, that the exclusive
venue for any legal proceedings shall be Wake Travel Expenses: Reimbursement to the Contractor
County, North Carolina. The place of this contract for travel mileage, meals, lodging and other travel
and all transactions and agreements relating to it,and expenses incurred in the performance of this contract
their situs and forum, shall be Wake County, North shall not exceed the rates established in County
Carolina, where all matters, whether sounding in policy.
contract or tort,relating to 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
Amendment: This contract may not be amended Carolina Department of Revenue for a refund of all
orally or by performance. Any amendment must be sales and use taxes paid by them in the performance
made in written form and executed by duly authorized of this contract, pursuant to G.S. 105-164.14;and(b)
representatives of the County and the Contractor, exclude all refundable sales and use taxes from all
General Terms and Conditions—(06/04) Page 4 of 5
Contract
CHICLE
reportable expenditures before the expenses are Advertising: The Contractor shall not use the award
entered in their reimbursement reports. of this contract as a part of any news release or
commercial advertising.
General Terms and Conditions—(06/04) Page 5 of 5
Contract#
CHICLE
ATTACHMENT B
SCOPE OF WORK
Orange County Department of Social Services
Federal Tax Id. or SSN
Contract#
A. CONTRACTOR INFORMATION
1. Contractor Agency Name: Chapel Hill Institute of Cultural and Language Education,
L.L.C.
2. If different from Contract Administrator Information in General Contract:
Address
Telephone Number: Fax Number: Email:
3. Name of Program(s): Interpreter 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 language interpretation services to the County. 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.
$55.00/hour $0.18 for Translation
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$55 00/hour for approved services
provided and travel at the county rate. For reimbursement the Contractor must submit the
Orange County Department of Social Services Invoice for Payment of Interpreting
Services form to the County staff at the time services are rendered. County staff will
verify the information, sign the form and forward the form to the designated County
Contract-Scope of Work(06/04) Page Iof 2
Contract#
CHICLE
Administrator. The County will reimburse the Contractor monthly upon receipt of a
complete and correctly filed report.
Per hour reimbursement will begin at the time the Contractor meets with County staff for
the appointment and ends when the County staff and Contractor contact is completed
There will be a minimum of 1 hour of service for an appointment Mileage
reimbursement will be for round trip from the Contractor's home or work site to the
prearranged appointment site.
F. Area to be served/Delivery site(s): Orange County
(Signature of County Authorized Person) (Si re of Contractor)
-1-12-1 1 -3
(Date Submitted) (Date Submitted)
Contract-Scope of Work(06/04) Page 2of 2
ATTACHMENT C
CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS
Orange County Department of Social Services
1. 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(06/04) Pagel of 2
II. The site(s) for the performance of work done in connection with the specific agreement are
listed below:
1. 113 Mayo Street
(Street address)
Hillsborough, Orange NC 27278
(City, county, state, zip code)
2. 2501 Homestead Road
(Street address)
Chapel Hill, Orange,NC, 27516
(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
(Section 4 CFR Part 85, Section 85.615 and 86.620).
(-A
Signa e Title
Agency/Organization Date
(Certification signature should be same as Contract signature.)
Federal Certification-Drug-Free Workplace(06/04) Page 2 of 2
ATTACHMENT D
CONFLICT OF INTEREST POLICY
Orange County Department of Social Services
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 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
Conflict of Interest Policy(06/04) Page 1 of 2
maintain a sense of fairness, civility, ethics and personal integrity even though law,
regulation, or custom does not require them.
Acceptance of Gifts:
Employees,members of employee's immediate family, and members of the Board are
prohibited from accepting gifts,money or gratuities from the following:
a. Persons receiving benefits or services from the organization;
b. Any person or organization performing or seeking to perform services under
contract with the organization; and
c. Persons who are otherwise in a position to benefit from the actions of any
employee of the organization.
Employees may, with the prior written approval of their supervisor, receive honoraria for
lectures and other such activities while on personal days, compensatory time, annual
leave, or leave without pay. If the employee is acting in any official capacity, honoraria
received by an employee in connection with activities relating to employment with the
organization are to be paid to the organization.
NOTARIZED CONFLICT OF INTEREST POLICY
State of North Carolina
County of Orange
I, j1 , certify that I have read the forgoing
informati n, understand it, and that no conflict of interest exists in the execution of this
contract.
I AA (L tLiAlyt,
Signak e
Sworn to and subscribed before me on the day o 2013.
Qlau�4 My Commission Expire
(Notary Signatur d Seal)
Conflict of Interest Policy(06/04) Page 2 of 2
Exhibit E
Chapel Hill Institute of Cultural and Language Education, LLC (CHICLE)
101 E. Weaver Street, 3'd Floor
Carrboro,NC 27510
To: Orange County Department of Social Services
Certification:
I certify that I do not have any overdue tax debts, as defined by N.C.G.S. 105-243.1, at
the federal, State, or local level. I further understand that any person who makes a false
statement in violation of N.C.G.S. 143-6.2(b2)is guilty of a criminal offense punishable
as provided by N.C.G.S. 143-34(b).
Sworn Statement:
I, being duly sworn, say that I am the President of Chapel Hill Institute of Cultural and
Language Education, L.L.C. in the State of North Carolina; and that the foregoing
certification is true, accurate and complete to the best of my knowledge and was made
and subscribed by me. I also acknowledge and understand that any misuse of State funds
will be reported to the appropriate authorities for further action.
Sign re
Sworn to and subscribed before me on the day o", 2013.
1 My Commission Expires: 0 17
(Notary Signature and al)