HomeMy WebLinkAbout2013-484 DSS - CNC/Access Inc Dba ResCare Home Care $415,647 In Home Health Services Contract#68-2012
CNC/Access,Inc.d/b/a ResCare HomeCare
CONTRACT# 68-2012 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 of 2013 by and
between Orange County, North Carolina for and on behalf of the Orange County Department of Social
Services and the Orange County Department of Aging (the "County"); and CNC/Access, Inc. d/b/a
ResCare HomeCare (the "Contractor") whose federal tax identification number or Social Security
Number is: 05-0422187
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
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CNC/Access,Inc.d/b/a ResCare HomeCare
(10) Outcomes&Reporting(Attachment N) YES
(11) Contract Determination Questionnaire YES
2. Precedence Amone Contract Documents: In the event of a conflict between or among the
terms 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. Reportinp_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
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CNC/Access,Inc.d/bla ResCare HomeCare
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
bynum@,co.orange.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
Kathleen Spooner Kathleen Spooner
CNC Access, Inc. CNC Access, Inc.
830 Tyvola Road 830 Tyvola Road
Suite 104A Suite 104A
Charlotte,NC 28217 Charlotte,NC 28217
(704)405-9035
9. No Assienment 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#68-2012
CNC/Access,Inc.d/b/a ResCare HomeCare
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.
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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#68-2012
CNC/Access,Inc. d/b/a ResCare HomeCare
CNC/ACCESS,INS: B/A�,RESC O ECARE
By: 4 �' 'L I�� 1
Signature Date
David Rhodes, Operations Officer
Printed Name Title
ORANGE COU O H RO
By: /
=,C hair,Boa d of ounty Co issioner Date
/III /*Z X04 '--
NAME OF WERVISING DEPARTMENTS
Nancy doston, S cial Services Department Director Signature Date
013
Jan tYy er, Departme4 of Aging Director Signature Date
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal
Control Act.
11V4,W /J. 4,,,- 1 a
Clarence G. Grier,Asst. County Manager/CFO Date
This c tract hits been approved as to form and legal sufficiency.
Anne e M.Mo e, Count Attorney's Office Date
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CNC/Access,Inc.d/b/a ResCare HomeCare
ATTACHMENT A
GENERAL TERMS AND CONDITIONS
Orange County Department of Social Services and Orange County Department on Aging
Relationships of the Parties and Contractor that any such person or entity, other than
the County or the Contractor,receiving services or benefits
Independent Contractor: The Contractor is and shall be under this contract shall be deemed an incidental
deemed to be an independent contractor in the performance beneficiary only.
of this contract and as such shall be wholly responsible for
the work to be performed and for the supervision of its
employees. The Contractor represents that it has, or shall Indemnity and Insurance
secure at its own expense, all personnel required in
performing the services under this agreement. Such Indemnification: The Contractor agrees to indemnify and
employees shall not be employees of, or have any hold harmless the County and any of their officers,agents
individual contractual relationship with the County. and employees,from any claims of third parties arising out
or any act or omission of the Contractor in connection with
Subcontracting: The Contractor shall not subcontract any the performance of this contract.
of the work contemplated under this contract without prior
written approval from the County. Any approved Insurance: During the term of the contract,the Contractor
subcontract shall be subject to all conditions of this at its sole cost and expense shall provide commercial
contract.Only the subcontractors specified in the contract insurance of such type and with such terms and limits as
documents are to be considered approved upon award of may be reasonably associated with the contract. As a
the contract. The County shall not be obligated to pay for minimum, the Contractor shall provide and maintain the
any work performed by any unapproved subcontractor. following coverage and limits:
The Contractor shall be responsible for the performance of (a) Worker's Compensation - The contractor shall
all of its subcontractors. provide and maintain Worker's Compensation
Insurance as requi;ed by the laws of North
Assignment: No assignment of the Contractor's Carolina,as well as employer's liability coverage
obligations or the Contractor's right to receive payment with minimum limits of$500,000.00,covering all
hereunder shall be permitted. However, upon written of Contractor's employees who are engaged in any
request approved by the issuing purchasing authority,the work under the contract. If any work is sublet,the
County may: Contractor shall require the subcontractor to
(a) Forward the Contractor's payment check(s) provide the same coverage for any of his
directly to any person or entity designated by the employees engaged in any work under the
Contractor,or contract.
(b) Include any person or entity designated by (b) Commercial General Liability - General
Contractor as a joint payee on the Contractor's Liability Coverage on a Comprehensive Broad
payment check(s). Form on an occurrence basis in the minimum
In no event shall such approval and action obligate the amount of$1,000,000.00 Combined Single Limit.
County to anyone other than the Contractor and the (Defense cost shall be in excess of the limit of
Contractor shall remain responsible for fulfillment of all liability.)
contract obligations. (c)Automobile Liability Insurance: The Contractor
shall provide automobile liability insurance with a
Beneficiaries: Except as herein specifically provided combined single limit of$500,000.00 for bodily
otherwise,this contract shall inure to the benefit of and be injury and property damage; a limit of
binding upon the parties hereto and their respective $500,000.00 for uninsured/under insured motorist
successors. It is expressly understood and agreed that the coverage; and a limit of$25,000.00 for medical
enforcement of the terms and conditions of this contract, payment coverage. The Contractor shall provide
and all rights of action relating to such enforcement,shall this insurance for all automobiles that are:
be strictly reserved to the County and the named (a) owned by the Contractor and used in the
Contractor.Nothing contained in this document shall give performance of this contract;
or allow any claim or right of action whatsoever by any (b) hired by the Contractor and used in the
other third person.It is the express intention of the County performance of this contract; and
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(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
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war,hostile foreign action,nuclear explosion,riot,strikes, execute such agreements and practices as the County
civil insurrection,earthquake,hurricane,tornado,or other may require to ensure compliance.
catastrophic natural event or act of God.
Trafficking Victims Protection Act of 2000
Survival of Promises: All promises,requirements,terms, The Contractor will comply with the requirements of
conditions, provisions, representations, guarantees, and Section 106(g)of the Trafficking Victims Protection Act
warranties contained herein shall survive the contract of 2000,as amended(22 U.S.C. 7104)
expiration or termination date unless specifically provided
otherwise herein, or unless superseded by applicable Confidentiality
Federal or State statutes of limitation.
Confidentiality: Any information, data, instruments,
Intellectual Property Rights documents, studies or reports given to or prepared or
assembled by the Contractor under this agreement shall be
Copyrights and Ownership of Deliverables: All kept as confidential and not divulged or made available to
deliverable items produced pursuant to this contract are the any individual or organization without the prior written
exclusive property of the County. The Contractor shall not approval of the County.The Contractor acknowledges that
assert a claim of copyright or other property interest in in receiving,storing,processing or otherwise dealing with
such deliverables. any confidential information it will safeguard and not
further disclose the information except as otherwise
Federal Intellectual Property Bankruptcy Protection provided in this contract.
Act: The Parties agree that the County shall be entitled to
all rights and benefits of the Federal Intellectual Property Oversight
Bankruptcy Protection Act,Public Law 100-506,codified
at 11 U.S.C. 365 (n)and any amendments thereto. Access to Persons and Records: The State Auditor shall
have access to persons and records as a result of all
Compliance with Applicable Laws contracts or grants entered into by State agencies or
political subdivisions in accordance with General Statute
Compliance with Laws: The Contractor shall comply 147-64.7. Additionally,as the State funding authority,the
with all laws, ordinances, codes, rules, regulations, and Department of Health and Human Services shall have
licensing requirements that are applicable to the conduct of access to persons and records as a result of all contracts or
its business, including those of federal, state, and local grants entered into by State agencies or political
agencies having jurisdiction and/or authority. subdivisions.
Title VI,Civil Rights Compliance: In accordance with Record Retention: Records shall not be destroyed,
Federal law and U.S.Department of Agriculture(USDA) purged or disposed of without the express written consent
and U.S. Department of Health and Human Services of the County. The North Carolina State basic records
(HHS) policy, this institution is prohibited from retention policy requires all grant records to be retained for
discriminating on the basis of race,color,national origin, a minimum of five years or until all audit exceptions have
sex, age or disability. Under the Food Stamp Act and been resolved, whichever is longer. If the contract is
USDA policy, discrimination is prohibited also on the subject to federal policy and regulations,record retention
basis of religion or political beliefs. may be longer than five years since records must be
retained for a period of three years following submission of
Equal Employment Opportunity: The Contractor shall the final Federal Financial Status Report,if applicable,or
comply with all federal and State laws relating to equal three years following the submission of a revised final
employment opportunity. Federal Financial Status Report. Also, if any litigation,
claim, negotiation, audit, disallowance action, or other
Health Insurance Portability and Accountability Act action involving this Contract has been started before
(HIPAA): The Contractor agrees that,if the County expiration of the five-year retention period described
determines that some or all of the activities within the above,the records must be retained until completion of the
scope of this contract are subject to the Health Insurance action and resolution of all issues which arise from it, or
Portability and Accountability Act of 1996,P.L. 104-91, until the end of the regular five-year period described
as amended("HIPAA"),or its implementing regulations, above,whichever is later.
it will comply with the HIPAA requirements and will
Warranties and Certifications
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and all other provisions and requirements of this contract
Date and Time Warranty: The Contractor warrants that shall remain in full force and effect.
the product(s) and service(s) furnished pursuant to this
contract("product"includes,without limitation,any piece Headings: The Section and Paragraph headings in these
of equipment,hardware,firmware,middleware,custom or General Terms and Conditions are not material parts of the
commercial software,or internal components,subroutines, agreement and should not be used to construe the meaning
and interfaces therein)that perform any date and/or time thereof.
data recognition function, calculation, or sequencing will
support a four digit year format and will provide accurate Time of the Essence: Time is of the essence in the
date/time data and leap year calculations. This warranty performance of this contract.
shall survive the termination or expiration of this contract.
Executive Order#24: It is unlawful for any vendor,
Certification Regarding Collection of Taxes: G.S. 143- contractor,subcontractor or supplier of the state to make
59.1 bars the Secretary of Administration from entering gifts or to give favors to any state employee. For
into contracts with vendors that meet one of the conditions additional information regarding the specific
of G.S. 105-164.8(b)and yet refuse to collect use taxes on requirements and exemptions, contractors are
sales of tangible personal property to purchasers in North encouraged to review Executive Order 24 and G.S. Sec.
Carolina. The conditions include: (a) maintenance of a 133-32.
retail establishment or office; (b) presence of
representatives in the State that solicit sales or transact Key Personnel: The Contractor shall not replace any of
business on behalf of the vendor; and (c) systematic the key personnel assigned to the performance of this
exploitation of the market by media-assisted, media- contract without the prior written approval of the County.
facilitated, or media-solicited means. The Contractor The term "key personnel" includes any and all persons
certifies that it and all of its affiliates (if any) collect all identified as such in the contract documents and any other
required taxes. persons subsequently identified as key personnel by the
written agreement of the parties.
Miscellaneous
Care of Property: The Contractor agrees that it shall be
Choice of Law: The validity of this contract and any of its responsible for the proper custody and care of any property
terms or provisions, as well as the rights and duties of the furnished to it for use in connection with the performance
parties to this contract, are governed by the laws of North of this contract and will reimburse the County for loss of,
Carolina.The Contractor,by signing this contract,agrees or damage to, such property. At the termination of this
and submits,solely for matters concerning this Contract,to contract, the Contractor shall contact the County for
the exclusive jurisdiction of the courts of North Carolina instructions as to the disposition of such property and shall
and agrees, solely for such purpose, that the exclusive comply with these instructions.
venue for any legal proceedings shall be Orange County,
North Carolina. The place of this contract and all Travel Expenses: Reimbursement, if provided in this
transactions and agreements relating to it, and their situs Agreement, to the Contractor for travel mileage, meals,
and forum,shall be Orange County,North Carolina,where lodging and other travel expenses incurred in the
all matters,whether sounding in contract or tort,relating to performance of this contract shall not exceed the rates
the validity,construction,interpretation,and enforcement established in County policy.
shall be determined.
Sales/Use Tax Refunds: If eligible,the Contractor and all
Amendment: This contract may not be amended orally or subcontractors shall: (a) ask the North Carolina
by performance. Any amendment must be made in written Department of Revenue for a refund of all sales and use
form and executed by duly authorized representatives of taxes paid by them in the performance of this contract,
the County and the Contractor. pursuant to G.S. 105-164.14; and (b) exclude all
refundable sales and use taxes from all reportable
Severability: In the event that a court of competent expenditures before the expenses are entered in their
jurisdiction holds that a provision or requirement of this reimbursement reports.
contract violates any applicable law, each such provision
or requirement shall continue to be enforced to the extent it Advertising: The Contractor shall not use the award of
is not in violation of law or is not otherwise unenforceable this contract as a part of any news release or commercial
advertising.
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County Commissioners annually, can be found in the
Orange County Living Wage: Orange County is Orange County Budget Ordinance. To the extent possible,
committed to providing its employees with a living wage Orange County recommends that the Contractor and all
and encourages agencies to which it provides funding to subcontractors provide a living wage, as defined in this
pursue the same goal. The County's living wage hourly section,to their employees.
standard, as adopted by the Orange County Board of
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ATTACHMENT B
SCOPE OF WORK
Orange County Department of Social Services and Orange County Department on Aging
Federal Tax Id. or SSN
Contract# 68-2012
A. CONTRACTOR INFORMATION
1. Contractor Agency Name: CNC/Access,Inc. d/b/a ResCare HomeCare
2. If dierent 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 Agina 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.
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F.Area to be served/Delivery site(s): Orange County
Na cy 4toston, Social Services Director (Sig ure of Con ractor)
Da @ Rhodes, Operations Officer
(Date Submitted) (Date Submitted)
JantT)Ier,Aging D' ector
(Date Submitted)
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Contract#68-2012
CNC/Access,Inc.d/b/a ResCare HomeCare
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).
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Contract#68-2012
CNC/Access,Inc.d/b/a ResCare HomeCare
II. The site(s)for the performance of work done in connection with the specific agreement are listed
below:
1 4011 University Dr. Suite 201
(Street address)
Durham, NC 27707
(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.
1
Operations Officer
gnature Title
CNC/Access, Inc.dba ResCare HomeCare f"51j r,I 1�
Agency/Organization Date
(Certification signature should be same as Contract signature.)
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Contract#68-2012
CNC/Access,Inc.d/b/a ResCare HomeCare
ATTACHMENT G
CERTIFICATION REGARDING LOBBYING
Orange County Department of Social Services and Orange County Department on Aging
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#68-2012
CNC/Access,Inc. d/b/a ResCare HomeCare
officials to engage in similar lobbying activity),or with any Government official or employee in
connection with a decision to sign or veto enrolled legislation;
(4) Any attempt to influence: (i)The introduction of Federal or State legislation;or(ii)the enactment or
modification of any pending Federal or State legislation by preparing, distributing or using publicity
or propaganda, or by urging members of the general public or any segment thereof to contribute to
or participate in any mass demonstration,march,rally,fundraising drive, lobbying campaign or
letter writing or telephone campaign; or
(5) Legislative liaison activities, including attendance at legislative sessions or committee hearings,
gathering information regarding legislation,and analyzing the effect of legislation,when such
activities are carried on in support of or in knowing preparation for an effort to engage in
unallowable lobbying.
The following activities as enumerated in Paragraph B are excepted from the coverage of Paragraph A:
Paragraph B.
(1) Providing a technical and factual presentation of information on a topic directly related to the
performance of a grant, contract or other agreement through hearing testimony, statements or letters
to the Congress or a State legislature,or subdivision,member, or cognizant staff member thereof,in
response to a documented request(including a Congressional Record notice requesting testimony or
statements for the record at a regularly scheduled hearing)made by the recipient member, legislative
body or subdivision, or a cognizant staff member thereof;provided such information is readily
obtainable and can be readily put in deliverable form; and further provided that costs under this
section for travel,lodging or meals are unallowable unless incurred to offer testimony at a regularly
scheduled Congressional hearing pursuant to a written request for such presentation made by the
Chairman or Ranking Minority Member of the Committee or Subcommittee conducting such
hearing.
(2) Any lobbying made unallowable by subparagraph A(3)to influence State legislation in order to
directly reduce the cost,or to avoid material impairment of the organization's authority to perform
the grant, contract, or other agreement.
(3) Any activity specifically authorized by statute to be undertaken with funds from the grant,contract,
or other agreement.
Paragraph C.
(1) When an organization seeks reimbursement for indirect costs,total lobbying costs shall be
separately identified in the indirect cost rate proposal, and thereafter treated as other unallowable
activity costs in accordance with the procedures of subparagraph B.(3).
(2) Organizations shall submit,as part of the annual indirect cost rate proposal,a certification that the
requirements and standards of this paragraph have been complied with.
(3) Organizations shall maintain adequate records to demonstrate that the determination of costs as
being allowable or unallowable pursuant to this section complies with the requirements of this
Circular.
(4) Time logs, calendars,or similar records shall not be required to be created for purposes of
complying with this paragraph during any particular calendar month when: (1)the employee
engages in lobbying(as defined in subparagraphs(a)and(b))25 percent or less of the employee's
compensated hours of employment during that calendar month,and(2)within the preceding five-
year period,the organization has not materially misstated allowable or unallowable costs of any
nature,including legislative lobbying costs. When conditions(1)and(2)are met, organizations are
not required to establish records to support the allowability of claimed costs in addition to records
already required or maintained.Also,when conditions(1)and(2)are met,the absence of time logs,
calendars, or similar records will not serve as a basis for disallowing costs by contesting estimates of
lobbying time spent by employees during a calendar month.
Federal Certification—Lobbying(07/08) Page 2 of 3
Contract#68-2012
CNC/Access,Inc.d/b/a ResCare HomeCare
(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.
1
V,�i
Operations Officer
si nature Title
CNC/Access, Inc. dba ResCare HomeCare
Agency/Organization Date
(Certification signature should be same as Contract signature.)
Federal Certification—Lobbying(07/08) Page 3 of 3
Contract#68-2012
CNC/Access,Inc.d/b/a ResCare HomeCare
ATTACHMENT H
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY
AND VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS
Orange County Department of Soci ai Services and Orange County Department on Aging
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#68-2012
CNC/Access,Inc.d/b/a ResCare HomeCare
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 certificat' n,such prospective participant shall attach an explanation to this proposal.
Operations Officer
Signature Title
CNC/Access, Inc. dba ResCare HomeCare I1-5I13
Agency/Organization Date
(Certification signature should be same as Contract signature.)
Federal Certification-Debarment(07/08) Page 2 of 2
Contract#68-2012
CNC/Access,Inc.d/b/a ResCare HomeCare
ATTACHMENT
BUSINESS ASSOCIATE ADDENDUM
Orange County Department of Social Services and Orange County Department on Aging
This Agreement is made effective the _day of , 20_, by and between Orange
County ("Covered Entity") and CNC/Access, Inc. d/b/a ResCare HomeCare. ("Business
Associate")(collectively the"Parties").
1. BACKGROUND
a. Covered Entity and Business Associate are parties to a contract entitled #68-2012 (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 CFR 160.103 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.
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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
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CNC/Access,Inc.d/b/a ResCare HomeCare
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:
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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.
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Contract 468-2012
CNC cess,Inc.dba ResCare HomeCare
Z�ZL
Nancy Coston, Social Services Director g f &ure of So a fonts Orfficer
(Date Submitted) (Date Submitted)
Ja ce Tyler,Aging irector
(Date Submitted)
Contract-HIPAA(06/04) Page 5 of 5
Contract#68-2012
CNC/Access,Inc.d/b/a ResCare HomeCare
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;
S. 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
pro a Signature o fo "confirms this statement.
Operations Officer
Si6iature Title
CNC/Access, Inc.dba ResCare HomeCare S!15113
Agency/Organization Date
(Certification signature should be same as Contract signature.)
Transportation Certification(07/13) Page 1 of 1
Contract#68-2012
CNC/Access,Inc.d/b/a ResCare HomeCare
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.
I. Provide care at Level II as appropriate to the needs of the client.
J. Complete, for employees serving Level II 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#68-2012
CNC/Access,Inc.d/b/a ResCare HomeCare
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.
Operations Officer
Signature Title
CNC/Access, Inc.dba ResCare HomeCare $1 i5l c�
Agency/Organization Date
(Certification signature should be same as Contract signature.)
Outcomes (06/04) Page 2 of 2
►,A
Res
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t3' HowCare
Respect and Care at Home
ATTACHMENT E - OVERDUE TAXES
August 15, 2013
To: Orange County Department of Social Services and Orange County Department on Aging
Certification:
We certify that the does not have any overdue tax debts,
as defined by N.C.G.S. 105-243.1, at the federal, State, or local level. We further understand that any
person who makes a false statement in violation of N.C.G.S. 143C-6-23(c) is guilty of a criminal offense
punishable as provided by N.C.G.S. 143C-10-1.
Sworn Statement:
Patrick Kelley and D. Ross Davison being duly sworn, say that we are the President and Vice president
of CNC/Access, Inc in the State of North Carolina: and that the foregoing certification is true, accurate
and complete to the best of our knowledge and was made and subscribed by us. We also acknowledge
and understand that any misuse of State funds will be reported to the appropriate authorities for further
action.
p�
Patrick Kelley, Director President
D. Ross Davison, Director, Treasurer&Vice President
Sw to and subscribed be re me on the day of the date of said certification `� (�'(� �/ �1
My Commission Expires: My""'��M1010 'rj"'EX,I* qES 31",;T 4
CONFLICTS OF INTEREST STATEMENT
Employees shall not engage in any activities that conflict or might appear to conflict with
the interests of CNC /Access, Inc. and shall bring to the attention of the Compliance Department
any information about any actual or apparent conflicts of interest involving employees or others
with respect to CNC/Access, Inc.
A conflict of interest occurs when an employee's private interests interfere in any way
with the interests of CNC / Access, Inc. A conflict of interest may also exist if the demands of
any outside activities distract you from the performance of your job or cause you to use CNC /
Access, Inc. resources for other than CNC / Access, Inc. purposes. An employee's obligation to
conduct CNC / Access, Inc.'s business in an honest and ethical manner includes the ethical
handling of actual or apparent conflicts of interest between personal and professional
relationships. You must remain free of conflicts of interest for the proper performance of your
responsibilities.
Before making any investment, accepting any position or benefits, participating in any
transaction or business arrangement or otherwise acting in a manner that creates or appears to
create a conflict of interest, an employee must make full disclosure of all facts and circumstances
to the Legal Department, and obtain the prior written approval of General Counsel. The
disclosure obligations of employees extend to disclosure of changed circumstances relating to
apparent or actual conflicts of interest. / ,�
Signed: / �1,�-1
Name: Steven S. Reed
Date: November 6, 2013
COMMONWEALTH OF KENTUCKY )
) SS
COUNTY OF JEFFERSON )
SUBSCRIBED AND SWORN TO before me by Steven S. Reed, Secretary of
CNC/Access, Inc., on the 6th day of November, 2013.
My Commission expires: 4,
Notary Public
State at Large, Kentucky
l�YC0�d4Ml�c!��;EX��RES3��,''�14
CERTIFICATE OF LIABILITY INSURANCE 7/1/2014 DA TE 12/4/2013
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(iss)must be endorsed. If SUBROGATION IS WAIVED,subject to
the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER LOCKTON COMPANIES,LLC-N DALLAS CONTACT
2100 ROSS AVENUE,SUITE 1400 a"rc8Nlvo Ext: FA
DALLAS TX 75201 E-MAIL
214-969-6700
INSURERA, ACE Am rican Insurance 2
INSURED ResCare,Inc.and all scheduled subsidiaries INSURER B: First Specialty Insurance Corporation
1068789 9901 Linn Station Road INSURER C: See Attached
Louisville KY 40223
INSURER D
TI M VI NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR A
LT.B TYPE OF INSURANCE DDL UBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS
SR wvn• GENERAL LIABILITY N N XSL G2701995A 7/1/2013 7/1/2014 EACH OCCURRENCE 4,000,000
• X COMMERCIAL GENERAL LIABILITY (CLAIMS MADE) DAMAGE TO RENTED 300,000
X CLAIMS-MADE❑OCCUR MED EXP(Any one Person) XXXXXXX
X Prof.Liability PERSONAL BADV INJURY $ 4,000,000
NERALAGGREGATE $ 6,000,000
'L AGGR A E LIMIT PP S PER: RODUC7S-COMP/OP AGG $ 4,000,000
X PRO- $
• AUTOMOBILE LIABILITY N N ISA H08719470 7/1/2013 7/1/2014 OMBINEeD SINGLE LIMIT 2,000,000
X ANY AUTO BODILY INJURY(Per person) $ XXXXXXX
AUTOS NED SCHEDULED ODILY INJURY(Per accident$ XXXXXXX
X HIRED AUTOS X NON-AWNED PROPERTY DAMAGE $ XXXXXXX denn
x UM/UIM 500 Med 35,000 $ XXXXXXX
B UMBRELLA LIAB X CUR N N IRE0005548-05 7/1/2013 7/1/2014 EACH OCCURRENCE $ 3.000000
B EXCESS LIAB LAIMS-MADE (AUTO BL EL ONLY GGREGATE $ XXXXXXX
DEED) RETENTION$ is XXXXXXX
WORKERS COMPENSATION WC STATU- TH-
C AND EMPLOYERS'LIABILITY N SEE ATTACHED X
ANV PROPRIETOR/PARTNER/EXECUTIVE s 2.000.000
-Yzbl PR
OFFICER/MEMBER EXCLUDED? N N/A L.EACH ACCIDENT
tMandaaory In NH) L.DISEASE-EA EMPLOYEE 2,000,000
If yes,describe under
DESCRIPTION OF OPERATIONS below 2.000.000
ASP
DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES/(Attach ACORD 101,Additional Remarks Schedule,if more space is required)
Auto Liability:North Carolina requires limits for Bodily Injury and Property Damage to be at a Minimum of$500,000 BI or PD.This client's coverage is
a Combined Single limit which covers BI and PD if Broken out the separate limits would be more than the minimum required by the state of North Carolina.
Retro Date for Policy#XSL G2701995A is 7/1/0(.CNC/Access,Inc dba ResCare HomeCare a subsidiary of ResCare,Inc.
CERTIFICATE HOLDER CANCELLATION See Attachment
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
12696764 AUTHORIZED REPRESENTATIVE
Orange County
113 Mayo St.
Hillsborough NC 27278
ACORD 25(2010/05) 01988-2010 ACORD CORPORATION.All rights reserved
The ACORD name and logo are registered marks of ACORD
RESCARE,INC.AND ALL OF ITS SUBSIDIARIES
CERTIFICATE CONTINUATION
ACE ISSUED WORKERS COMPENSATION POLICIES
SCF C47318646-ACE AMERICAN INSURANCE CO.(WI);EFF.7/1/2013-7/1/2014
WLR C47318634-ACE AMERICAN INSURANCE CO.(AZ,CA,MA);EFF.7/1/2013-7/1/2014
WLR C47318622-INDEMNITY INSURANCE CO.OFNORTH AMERICA(ALL OTHER STATES);EFF.7/1/2013-7/1/2014
OHIO EXCESS WORKERS'COMPENSATION
SP 4047426-SAFETY NATIONAL CASUALTY COMPANY;EFF.12/1/12-12/1/13
COV.A-STATUTORY;COV.B$1,000,000 EACH ACCIDENT/$1,000,000 EACH EMPLOYEE(DISEASE)/$1,000,000
AGGREGATE(DISEASE)
TEXAS NON SUBSCRIBER(EMPLOYER'S EXCESS INDEMNITY)
EPG0000076-02-NORTH AMERICAN SPECIALTY;EFF.06/27/13-06/27/14
$25,000,000 PER OCCURRENCE/$25,000,000 AGGREGATE
Miscellaneous Attachment:M488826
Master 1D: 1068789,Certificate ID: 12696764