HomeMy WebLinkAbout2013-215 DSS - Holcomb and Cabe, LLP for Consultations -, �
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Contract 1168-2001
qo Q-� Cl 11o1comb and Cabe.1..1..11.
Contract# 68-2001 Fiscal Year Begins July 1,2013 _ Ends June 30.2014„
This contract is hereby entered into by and between the Orange County Department of Social Services(the"County")and
Holcomb and Cabe, L.L.P. (the "Contractor") (referred to collectively as the "Parties"). The Contractor's federal tax
identification number or Social Security Number is
1. Contract Documents: This Contract consists of the following documents
(1) This contract
(2) The General Terms and Conditions(Attachment A)
(3) The Scope of Work,description of services,and rate(Attachment B)
(4) Federal Certification Regarding Drug-Free Workplace&Certification Regarding Nondiscrimination(Attachment C)
(5) Conflict of Interest(Attachment D)
(6) No Overdue Taxes(Attachment E)
(7) Federal Certification Regarding Lobbying(Attachment(1)
(8) Federal Certification Regarding Debarment(Attachment H)
(9) Outcomes and Reporting(Attachment N)
(10)Contract Determination Questionnaire
These documents constitute the entire agreement between the Parties and supersede all prior oral or written statements or
agreements.
2. Precedence Among Contract Documents: In the event of a conflict between or among the terms of the Contract
Documents, the terms in the Contract Document with the highest relative precedence shall prevail. The order of
precedence shall be the order of documents as listed in Paragraph 1, above, with the first-listed document having the
highest precedence and the last-listed document having the lowest precedence. If there are multiple Contract
Amendments,the most recent amendment shall have the highest precedence and the oldest amendment shall have the
lowest precedence.
3. Effective Period: This contract shall be effective on July 1,2012 and shall terminate on June 30,2013.-I'he contract may
automatically be extended for two additional one year terms under the same terms of this Agreement unless one ot'the
Parties provides the other with notice of intent to terminate or amend no later than 60 days prior to the end of the contract
term.This contract must be twelve months or less.
4. Contractor's Duties: The Contractor shall provide the services and in accordance with the approved rate as described in
Attachment B,Scope of Work,and shall meet the requirements set forth in Attachment N,Outcomes and Reporting.
5. County's Duties: The County shall pay the Contractor in the manner and in the amounts specified in the Contract
Documents. The total amount paid by the County to the Contractor under this contract shall not exceed$165,000. This
amount consists of$165,000 in Federal (CFDA li }, State and County funds. $0 (source of other funds V
applicable).
IX] a.There are no matching requirements from the Contractor.
[ ] b."The Contractor's matching requirement is$_.- _ which shall consist of:
[ ] In-kind I I Cash
[ ] Cash and In-kind ( I Cash and/or In-kind
The contributions from the Contractor shall be sourced from non-federal funds.
The total contract amount including any Contractor match shall not exceed$165,000.
6. Reporting Requirements:
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Contract 468-2001
1 tolcomb and Cabe.I.I.P.
Contractor shall comply with audit requirements as described in N.C.G.S. § 143C-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. "fhe
name,post office address,street address,telephone number.fax number,and email address of the Parties'respective initial
Contract Administrators are set out below. Either Party may change the name, post office address, street address.
telephone number,fax number,or email address of its Contract Administrator by giving timely written notice to the other
Party.
9. Key Personnel: Carol Holcomb is the Key Personnel assigned to the performance of this contract. Ms. Holcomb must
perform at least 80 percent of all services described in the Scope of Work,Attachment B.
For the County:
IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS
Denise Shaffer,Social Work Program Director Denise Shaffer,Social Work Program Director
Orange County Department of Social Services Orange County Department o1'Social Services
P.O. Box 8181 2501 Homestead Road
Hillsborough,NC;27278 Chapel Hill,NC 27516
(919)245-2246
dshaffert co.oran ge.nc.us
For the Contractor:
IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS
Carol Holcomb Carol Holcomb
Holcomb and Cabe, L.L.P. Holcomb and Cabe, L.L.P.
2013 S. Lakeshore Drive 2013 S. Lakeshore Drive
Chapel Hill,NC 27514 Chapel Hill,NC: 27514
Contract-General (07110) l'a'ic 2 o(3
Contract 068-2001
I lo[comb and Calx..L.L.11.
10. Signature Warranty:
The undersigned represent and warrant that they are authorized to bind their principals to the terms of this agreement.
The Contractor and the County have executed this contract in duplicate originals, with one original being retained by each
party.
HOLCOMB AND CABE,L.L.P.
SibWate Date
(�Arlt J. A-
Printed Name 'I-itle
ORA�LSOUNTY,NORVCARO A By: B arry Jacob oar ioners Date
NAME OF SU RVISING DEPARTMENT
_ _.�-_-
Nancy Coston cial Services Department Director Signature Date
This instrument has been re-audited in the manner required by the Local Government Budget and Fiscal Control Act.
Clarence G.Grier,Asst.County Manager/CFO Date
This cot ct h approved as to form and legal sufficiency,
Annett M. o r Coun Attorney`s Office Date
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Contract 068-2001
I lolcomb and Cabe. L.LT.
ATTACHMENT A
GENERAL TERMS AND CONDITIONS
Orange County Department of Social Services
Relationships of the Parties and Contractor that any such person or entity.other than
the County or the Contractor,receiving services or benefits
Independent Contractor: The Contractor is and shall be under this contract shall be deemed an incidental
deemed to be an independent contractor in the performance beneficiary only.
of this contract and as such shall be wholly responsible for
the work to be performed and for the supervision of its
employees.The Contractor represents that it has, or shall Indemnity and Insurance
secure at its own expense, all personnel required in
performing the services under this agreement. Such Indemnification: The Contractor agrees to indemnify and
employees shall not be employees of, or have any hold harmless the County and any of their officers,agents
individual contractual relationship with the County. and employees,from any claims of third parties arising out
or any act or omission of the Contractor in connection with
Subcontracting: The Contractor shall not subcontract any the performance of this contract.
of the work contemplated under this contract without prior
written approval from the County. Any approved Insurance: During the term of the contract,the Contractor
subcontract shall be subject to all conditions of this at its sole cost and expense shall provide commercial
contract.Only the subcontractors specified in the contract insurance of such type and with such terms and limits as
documents are to be considered approved upon award of may be reasonably associated with the contract. As a
the contract. The County shall not be obligated to pay for minimum, the Contractor shall provide and maintain the
any work performed by any unapproved subcontractor. following coverage and limits:
The Contractor shall be responsible for the performance of (a) Worker's Compensation -The contractor shall
all of its subcontractors, provide and maintain Worker's Compensation
Insurance as required by the laws of North
Assignment: No assignment of the Contractor's Carolina,as well as employer's liability coverage
obligations or the Contractor's right to receive payment with minimum limits of$500,000.00,covering all
hereunder shall be permitted. However, upon written of Contractor's employees who are engaged in any
request approved by the issuing purchasing authority,the work under the contract. If any work is sublet,the
County may: Contractor shall require the subcontractor to
(a) Forward the Contractor's payment check(s) provide the same coverage for any of his
directly to any person or entity designated by the employees engaged in any work under the
Contractor,or contract.
(b) Include any person or entity designated by (b) Commercial General Liability - General
Contractor as a joint payee on the Contractor's Liability Coverage on a Comprehensive Broad
payment check(s). Form on an occurrence basis in the minimum
In no event shall such approval and action obligate the amount of$1,000,000.00 Combined Single Limit.
County to anyone other than the Contractor and the (Defense cost shall be in excess of the limit of
Contractor shall remain responsible for fulfillment of all liability.)
contract obligations. (c)Automobile Liability Insurance: The Contractor
shall provide automobile liability insurance with a
Beneficiaries: Except as herein specifically provided combined single limit of$500,000.00 I'or 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 arc:
be strictly reserved to the County and the named (i) 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 (ii) hired by the Contractor and used in the
other third person.It is the express intention of the County performance of this contract;and
General Terms and Conditions-3-28-2013 Page I of 5
Contract#68-2001
Holcomb and Cabe.L.L.P.
(iii) Owned by Contractor's employees and All such insurance shall meet all laws of the State of
used in performance of this contract("non- North Carolina.
owned vehicle insurance"), Non-owned (1) The Contractor shall comply at all times with all lawful
vehicle insurance protects employers when terms and conditions of its insurance policies and all
employees use their personal vehicles for lawful requirements of its insurer.
work purposes. Non-owned vehicle (m) The Contractor shall require its subcontractors to
insurance supplements, but does not comply with the requirements of this paragraph.
replace,the car-owner's liability insurance. (n) The Contractor shall demonstrate its compliance with
the requirements of this paragraph by submitting
The Contractor is not required to provide and maintain certificates of insurance to the County before the
automobile liability insurance on any vehicle—owned, Contractor begins work under this contract.
hired,or non-owned--unless the vehicle is used in the
performance of this contract. Default and Termination
(d) Transportation of Clients by Contractor: The contractor
will maintain Insurance requirements if required as Termination Without Cause: The County may terminate
noted under Article 7 Rule R2-36 of the North Carolina this contract without cause by giving 30 days written
Utilities Commission. notice to the Contractor.
(e) Professional Liability Insurance-Professional liability
insurance, covering personal injury,bodily injury and Termination for Cause: If, through any cause, the
property damage and claims arising out of or related to Contractor shall fail to fulfill its obligations under this
the performance under this Agreement by the Provider, contract in a timely and proper manner,the County shall
or his agents, or Providers employees, Maintain have the right to terminate this contract by giving written
professional liability insurance coverage with coverage notice to the Contractor and specifying the effective date
of at least $1 million, per occurrence, $2 million thereof. In that event,all finished or unfinished deliverable
aggregate while providing services'to the Department, items prepared by the Contractor under this contract shall,
proof of such insurance shall be submitted annually. at the option of the County, become its property and the
(f) The insurance coverage minimums specified in Contractor shall be entitled to receive just and equitable
subparagraph(a)are exclusive of defense costs. compensation for any satisfactory work completed on such
(g) The Contractor understands and agrees that the materials,minus any payment or compensation previously
insurance coverage minimums specified in made. Notwithstanding the foregoing provision. the
subparagraph (a) are not limits, or caps, on the Contractor shall not be relieved of liability to the County
Contractor's liability or obligations under this contract, for damages sustained by the County by virtue of the
(h) The Contractor may obtain a waiver of any one or more Contractor's breach ofthis agreement,and the County may
of the requirements in subparagraph (a) by withhold any payment due the Contractor for the purpose
demonstrating that it has insurance that provides of setoff until such time as the exact amount of damages
protection that is equal to or greater than the coverage due the County from such breach can be determined. In
and limits specified in subparagraph (a). The County case of default by the Contractor, without limiting any
shall be the sole judge of whether such a waiver should other remedies for breach available to it,the County may
be granted. procure the contract services from other sources and hold
(i) The Contractor may obtain a waiver of any one or more the Contractor responsible for any excess cost occasioned
of the requirements in paragraph(a) by demonstrating thereby. The filing of a petition for bankruptcy by the
that it is self-insured and that its self-insurance provides Contractor shall be an act of default under this contract.
protection that is equal to or greater than the coverage
and limits specified in subparagraph (a). The County Waiver of Default: Waiver by the County of any default
shall be the sole judge of whether such a waiver should or breach in compliance with the terms of this contract by
be granted, the Provider shall not be deemed a waiver of any
{j) Providing and maintaining the types and amounts of subsequent default or breach and shall not be construed to
insurance or self-insurance specified in this paragraph is be modification of the terms of this contract unless stated
a material obligation of the Contractor and is of the to be such in writing, signed by an authorized
essence of this contract. representative of the County and the Contractor and
(k) The Contractor shall only obtain insurance from attached to the contract.
companies that are authorized to provide such coverage
and that are authorized by the Commissioner of Availability of Funds: The parties to this contract agree
Insurance to do business in the State of North Carolina. and understand that the payment of the sutras specified in
General'Germs and Conditions-3-28-2013 Page 2 ol'5
Contract#68-2001
lolcomb and Cabe.L.L.P.
this contract is dependent and contingent upon and subject Health Insurance Portability and Accountability Act
to the appropriation, allocation, and availability of funds (HIPAA): The Contractor agrees that, if the County
for this purpose to the County. determines that some or all of the activities within the
scope of this contract are subject to the Health Insurance
Force Majeure: Neither party shall be deemed to be in Portability and Accountability Act of 1996, P.I,. 104-91.
default of its obligations hereunder if and so long as it is as amended('HIPAA"),or its implementing regulations.
prevented from performing such obligations by any act of it will comply with the HIPAA requirements and will
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 ot'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 I 1 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 al l 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
action involving this Contract has been started before
General Terms and Conditions-3-28-2013 Page 3 of>
Contract 968-2001
1 lolcomb and Cabe.L.I.T.
expiration of the five-year retention period described
above,the records must be retained until completion of the Severability: In the event that a court of competent
action and resolution of all issues which arise from it, or jurisdiction holds that a provision or requirement of this
until the end of the regular five-year period described contract violates any applicable law, each such provision
above,whichever is later. or requirement shall continue to be enforced to the extent it
is not in violation of law or is not otherwise unenforceable
Warranties and Certifications and all other provisions and requirements of this contract
shall remain in full force and effect.
Date and Time Warranty: The Contractor warrants that
the product(s) and service(s) furnished pursuant to this Headings: The Section and Paragraph headings in these
contract("product"includes,without limitation,any piece Generai Terms and Conditions are not material parts of the
of equipment,hardware,firmware,middleware,custom or agreement and should not be used to construe the meaning
commercial software,or internal components,subroutines, thereof.
and interfaces therein)that perform any date and/or time
data recognition function,calculation,or sequencing will Time of the Essence: Time is of the essence in the
support a four digit year format and will provide accurate performance of this contract.
date/time data and leap year calculations. This warranty
shall survive the termination or expiration ofthis contract. Executive Order#24: "By Executive Order 24, issued
by Governor Perdue,and N.C. G.S.§ 133-31 it is
Certification Regarding Collection of Taxes: G.S. 143- unlawful for any vendor or contractor( i.e.architect,
59.1 bars the Secretary of Administration from entering bidder,contractor,construction manager,design
into contracts with vendors that meet one of the conditions professional,engineer, landlord,offeror,seller,
of G.S. 105-164.8(b)and yet refuse to collect use taxes on subcontractor, supplier,or vendor),to make gifts or to
sales of tangible personal property to purchasers in North give favors to any State employee of the Governor's
Carolina. The conditions include: (a) maintenance of a Cabinet Agencies(i.e.,Administration,Commerce.
retail establishment or office; (b) presence of Correction,Crime Control and Public Safety,Cultural
representatives in the State that solicit sales or transact Resources, Environment and Natural Resources, Health
business on behalf of the vendor; and (e) systematic and Human Services,Juvenile Justice and Delinquency
exploitation of the market by media-assisted, media- Prevention, Revenue.Transportation,and the Office of
facilitated, or media-solicited means. The Contractor the Governor). This prohibition covers those vendors
certifies that it and all of its affiliates(if any) collect all and contractors who have a contract with a governmental
required taxes. agency;or have performed under such a contract within
the past year;or anticipate bidding on such a contract in
Miscellaneous the future.
Choice of Law: The validity of this contract and any of its For additional information regarding the specific
terms or provisions,as well as the rights and duties of the requirements and exemptions, vendors and contractors
parties to this contract,are governed by the laws of North are encouraged to review Executive Order 24 and G.S.
Carolina.The Contractor,by signing this contract,agrees Sec. 133-32.
and submits,solely for matters concerning this Contract,to
the exclusive jurisdiction of the courts of North Carolina Executive Order 24 also encouraged and invited other
and agrees, solely for such purpose, that the exclusive State Agencies to implement the requirements and
venue for any legal proceedings shall be Orange County, prohibitions of the Executive Order to their agencies.
North Carolina. The place of this contract and all Vendors and contractors should contact other State
transactions and agreements relating to it,and their situs Agencies to determine if those agencies have adopted
and forum,shall be Orange County,North Carolina,where Executive Order 24."
all matters,whether sounding in contract or tort,relating to
the validity,construction,interpretation,and enforcement
shall be determined. Key Personnel: The Contractor shall not replace any of
the key personnel assigned to the performance of this
Amendment: This contract may not be amended orally or contract without the prior written approval of the County.
by performance. Any amendment must be made in written The term "key personnel" includes any and all persons
form and executed by duly authorized representatives of identified as such in the contract documents and any other
the County and the Contractor.
General Terms and Conditions-3-28-2013 Page 4 o1'5
Contract#68-2001
1iolcomb and Cube. 1-1-11.
persons subsequently identified as key personnel by the taxes paid by them in the performance of this contract.
written agreement of the parties. pursuant to G.S. 105-164.14; and (b) exclude all
refundable sales and use taxes from all reportable
Care of Property: The Contractor agrees that it shall be expenditures before the expenses are entered in their
responsible for the proper custody and care of any property reimbursement reports.
furnished to it for use in connection with the performance
of this contract and will reimburse the County for loss of, Advertising: The Contractor shall not use the award of
or damage to, such property. At the termination of this this contract as a part of any news release or commercial
contract, the Contractor shall contact the County for advertising.
instructions as to the disposition of such property and shall
comply with these instructions. Orange County Living Wage: Orange County is
committed to providing its employees with a living wage
Travel Expenses: Reimbursement, if provided in this and encourages agencies to which it provides funding to
Agreement, to the Contractor for travel mileage, meals, pursue the same goal. The County's living wage hourly
lodging and other travel expenses incurred in the standard, as adopted by the Orange County Board of
performance of this contract shall not exceed the rates County Commissioners annually, can be found in the
established in County policy. Orange County Budget Ordinance. To the extent possible,
Orange County recommends that the Contractor and all
Sales/Use Tax Refunds: If eligible,the Contractor and all subcontractors provide a living wage, as defined in this
subcontractors shall: (a) ask the North Carolina section,to their employees.
Department of Revenue for a refund of all sales and use
General Terms and Conditions-3-28-2013 rage 5 ii1 5
Contract#68-2001
Holcomb and Cabe.L.L.P.
ATTACHMENT B
SCOPF,OF WORK
Orange County Department of Social Services
Federal Tax Id,or SSN
Contract# 68-2001
A. CONTRACTOR INFORMATION
1. Contractor Agency Name: Holcomb and Cabe L.L.P.
2. If different from Contract Administrator Information in General Contract:
Address
Telephone Number: Fax Number: Email:
3. Name of Program(s): Legal Services
4. Status: ( )Public ( )Private,Not for Profit (X)Private, For Profit
5. Contractor's Financial Reporting Year July 1,2013 through June 30 2014
B. Explanation of Services to be provided and to whom(include SIS Service Code): The
Contractor will provide legal consultation to agency staff regarding_child welfare issues and adult
protective services cases. The Contractor will conduct court proceedings and handle other legal
matters on behalf of the County related to adoption foster care adult protective services and
child protective services The Contractor is required to meet all goals and outcomes listed in
Attachment N.
C. Rate per unit of Service(define the unit):
1. If Standard Fixed Rate,Maximum Allowable,(See Rates for Services Chart)
2.Negotiated County Rate.
$165/hour
D.Number of units to be provided:
E. Details of Billing process and Time Frames;The County will reimburse the Contractor for
services described in this contract up to the budgetary limits of the contract allotment. For
reimbursement the Contractor must submit an original and two copies of an invoice by the fifth
of the month for the preceding month's expenditures to the designated County Administrator.
The County will reimburse the Contractor monthly upon receiN of a complete and correctly filed
reWrt.
The Contractor shall be compensated at the hourly rate set forth in this contract for attendance at
programs meetings and seminars relating to Social Services law,and for any training provided to
Contract-Scope of Work(07/08) Page 101'2
Contract#68-2001
1 lolcomb and Cabe.L.L.P.
the Department's employees and shall be reimbursed for lodging and transportation necessau.-fe)r
attendance at those programs meetings seminars and presentations.
The Contractor shall be reimbursed for the services of clerks and legal assistants hired to assist
the Contractor in the performance of the Contractor's duties to the County,and the cost of faxing,
telephone copying and postal expenses at a flat rate of $500 00/month. Related costs and
expenses advanced by the Contractor on behalf of the County shall be reimbursed to Contractor.
The Contractor shall be reimbursed for the services of expert witnesses hired to assist the
Contractor in the performance of the Contractor's duties to the County.
F. Area to be served/Delivery site(s): Oranee County _ _ _
e --
(S�gna re of County Authorized Person) tractor)
(Date Submitted) (Date Submitted)
Contract-Scope of Work(07/08) Page 2of 2
Contract tl68-2001
Holcomb and Cabe. L.L.P.
ATTACHMENT C
CERTIFICATION REGARDING DRUG-FREE WORKPLACE.,REQUIREMENTS
AND CERTIFICATION REGARDING NONDISCRIMINA,riON
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:
(I)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 aver 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
(13)(2),with respect to any employee who is so convicted:
(1)Taking appropriate personnel action against such an employee,up to and including
termination;or
(2)Requiring such employee to participate satisfactorily in a drug abuse assistance or
rehabilitation program approved for such purposes by a Federal,State,or local health.
law enforcement,or other appropriate agency;and
Making a good faith effort to continue to maintain a drug-free workplace through implementation of
paragraphs(A),(B),(C),(D).(E),and(F).
Federal Certification-Drug-Free Workplace(07/10) Page I of 2
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Holcomb and Cabe.L.L.P.
11. The site(s)for the performance of work done in connection with the specific agreement are listed
below:
1.12 (r'M b e pelf I'!1 RAte"
(Street address)
(City,county,state,zip c )
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 Vill 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.
__J�a
IS tore Title
Cce-WI £C'�-bey 20l
Agency/Organization Date
(Certification signature should be same as Contract signature.)
Federal Certification-Drug-Free Workplace(07/10) Page 2 oft
Contract#68-2001
1 iolcomb and Cabe.L.LT.
ATTACHMENT D
CONFLICT OF INTEREST POLICY
Orange County Department of Social Services
The Board of Directors/Trustees or other governing persons, officers, employees or agents are to
avoid any conflict of interest, even the appearance of a conflict of interest. The Organization's
Board of Directors/Trustees or other governing body, officers, staff and agents are obligated to
always act in the best interest of the organization.This obligation requires that any Board member
or other governing person,officer, employee or agent,in the performance of Organization duties,
seek only the furtherance of the Organization mission. At all times, Board members or other
governing persons, officers, employees or agents, are prohibited from using their job title, the
Organization's name or property,for private profit or benefit.
A. The Board members or other governing persons, officers, employees, or agents of the
Organization should neither solicit nor accept gratuities, favors, or anything of monetary value
from current or potential contractors/vendors, persons receiving benefits from the Organization or
persons who may benefit from the actions of any Board member or other governing person,
officer, employee or agent. This is not intended to preclude bona-tide Organization fund raising-
activities.
B. A Board or other governing body member may, with the approval of Board or other governing
body, receive honoraria for lectures and other such activities while not acting in any official
capacity for the Organization. Officers may, with the approval of the Board or other governing
body, receive honoraria for lectures and other such activities while on personal days,
compensatory time, annual leave, or leave without pay. Employees may, with the prior written
approval of their supervisor, receive honoraria for lectures and other such activities while on
personal days, compensatory time, annual leave, or leave without pay. If a Board or other
governing body member, officer, employee or agent is acting in any official capacity, honoraria
received in connection with activities relating to the Organization are to be paid to the
Organization.
C. No Board member or other governing person, officer,employee, or agent of the Organization
shall participate in the selection, award,or administration of a purchase or contract with a vendor
where,to his knowledge,any of the following has a financial interest in that purchase or contract:
1, The Board member or other governing person,officer,employee,or agent;
2. Any member of their family by whole or half blood, step or personal relationship or
relative-in-law;
3. An organization in which any of the above is an officer,director, or employee;
4. A person or organization with whom any of the above individuals is negotiating or has
any arrangement concerning prospective employment or contracts.
D. Duty to Disclosure-- Any conflict of interest, potential contlict of interest,or the appearance
of a conflict of interest is to be reported to the Board or other governing body or one's supervisor
immediately.
E. Board Action--When a conflict of interest is relevant to a matter requiring action by the
Board of Directors/Trustees or other governing body,the Board member or other governing
person,officer,employee,or agent(person(s))must disclose the existence of the conflict of
interest and be given the opportunity to disclose all material facts to the Board and members of
Conflict of Interest Policy(06/04) Page I of 3
Contract a68-2001
Holcomb and Cabe.I.A.T.
committees with goveming board delegated powers considering the possible conflict of interest.
After disclosure of all material facts,and after any discussion with the person, he/she shall leave
the governing board or committee meeting while the determination of a conflict of interest is
discussed and voted upon. The remaining board or committee members shall decide if a conflict
of interest exists. In addition,the person(s)shall not participate in the final deliberation or
decision regarding the matter under consideration and shall leave the meeting during the
discussion of and vote of the Board of Directors/Trustees or other governing body.
F. Violations of the Conflicts of Interest Policy — If the Board of Directors/"Trustees or other
governing body has reasonable cause to believe a member, officer, employee or agent has failed
to disclose actual or possible conflicts of interest, it shall inform the person of the basis for such
belief and afford the person an opportunity to.explain the alleged failure to disclose. If. after
hearing the person's response and after making further investigation as warranted by the
circumstances, the Board of Directors/Trustees or other governing body determines the member,
officer, employee or agent has failed to disclose an actual or possible conflict of interest, it shall
take appropriate disciplinary and corrective action.
G. Record of Conflict -- The minutes of the governing board and all committees with board
delegated powers shall contain:
1. The names of the persons who disclosed or otherwise were found to have an actual or
possible conflict of interest, the nature of the conflict of interest, any action taken to
determine whether a conflict of interest was present, and the governing board's or
committee's decision as to whether a conflict of interest in fact existed.
2. The names of the persons who were present for discussions and votes relating to the
transaction or arrangement that presents a possible conflict of interest, the content of the
discussion, including any alternatives to the transaction or arrangement, and a record of
any votes taken in connection with the proceedings.
Approv d
b
Nam e of Organization
Signat df Grganizatiot Official
CP� 2 r
Date --
Conflict of Interest Policy(06/04) Pine 2 ol'3
Contract#68-2001
Holcomb and Cabc. L.L,P.
NOTARIZED CONFLICT OF INTEREST POLICY
State of North Carolina
County of Orange
1, ��'/1✓(t�� .leaq Notary Public for said County and State.
certify that r r�i &' C6 n 6 _ ____ personally appeared before me this
day and acknowledged that •he/she is i�tl? _ _ of
k ! l
6f-a b7 4�Q� _ and by that authority duly given and as the
act of the corporation, affirmed that the foregoing Conflict of Interest Policy was adopted by the
Board of Directors in a meeting held on the day of
Sworn to and subscribed before me this--t� day of
•�.X�ER...Of.'°••.
(Official Seal) •''`�.r•'
Nota Public ��k,'.•�CT A,;?
My Commission expires N ZdMl ,20
••. ..c..................
.1.NN..,iif\\i.••
Conflict of Interest Policy(06/04) Page 3 0l'3
Contract 068-2001
I lolcomb and Cabe.L.L.P.
ATTACHMENT E
OVERDUE:TAXES
Orange County Department of Social Services
Instructions: Grantee/Provider should complete this certification For all funds received. Entity
should enter appropriate data in the yellow highlighted areas. The completed and signed form
must be provided to the County Department of Social Services.
Entity's Letterhead
Date of Certification(mmddyyyy)l
To: Orange County Department of Social Services
Certification:
We certify that the [insert organization's name) does not have any overdue tax debts,as
defined by N.C.G.S. 105-243.1',at the federal,State,or local level. We further understand that
any person who makes a false statement in violation of N.C.G.S, 143C-6-23(c)is guilty Of a
criminal offense punishable as provided by N.C.G,S. 143C-10-1(b).
Sworn Statement:
[Name of Board Chair]and[Name of Second Authorizing Official] being duly sworn,say that we
are the Board Chair and[Title of the Second Authorizing Official], respectively,of[insert name
of organization]of[City] in the State of[Name of State];and that the foregoing certification is
true, accurate and complete to the best of our knowledge and was made and subscribed by us.
We also acknowledge and understand that any suse of State funds will be reported to the
appropriat uthon ies for f her action.
Q
oard Chair
[Title of Second Authorizing Official]
Sworn to and subscribed before me on.l ay-efto date.,of said certification.
,'�'?•` A,
OV '?�"�9�'=:
1 My Cortission Expires: J7 1C+f�
(
tar-y-Si nature and Seal) .0 , ;
.�4• •,fig~:,, ,�.�•,,,
. tiG� •CO�C� ''•
G.S.105-243.1 defines:Overdue tax debt. Any part of•a tax debt that remains unpaid 90 clays or more alter the
notice of final assessment was mailed to the taxpayer.The term does not include a tax debt,however.if the taxpayer
entered into an installment agreement for the tax debt under G.S. 105-237 within 90 days after the notice of final
assessment was mailed and has not failed to make any payments due under the installment agreement."
Overdue'faxes--(07/08) Page I off
Contract tt68-2001
Holcomb and Cabe. 1-1-11.
ATTACHMENT G
CERTIFICATION REGARDING LOBBYING
Orange County Department of Social Services
Certification for Contracts Grants Loans and Cooperative Agreements
The undersigned certifies,to the best of'his or her knowledge and belief,that:
(1) No Federal appropriated funds have been paid or will be paid by or on behalfof 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 f=ederal
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#08-2001
Holcomb and Cabe.L.L.P.
officials to engage in similar lobbying activity),or with any Government official or employee in
connection with a decision to sign or veto enrolled legislation;
(4) Any attempt to influence:(i)The introduction of Federal or State legislation; or(ii)the enactment or
modification of any pending Federal or State legislation by preparing, distributing or using publicity
or propaganda,or by urging members of the general public or any segment thereof to contribute to
or participate in any mass demonstration,march,rally, fundraising drive,lobbying;campaign or
letter writing or telephone campaign; or
(5) Legislative liaison activities, including attendance at legislative sessions or committee hearings,
gathering information regarding legislation,and analyzing the effect of legislation. when such
activities are carried on in support of or in knowing preparation for an effort to engage in
unallowable lobbying.
The following activities as enumerated in Paragraph B are excepted from the coverage of Paragraph A:
Paragraph B.
(1) Providing a technical and factual presentation of information on a topic directly related to the
performance of a grant,contract or other agreement through hearing testimony. statements or letters
to the Congress or a State legislature,or subdivision,member,or cognizant staff member thereof, in
response to a documented request(including a Congressional Record notice requesting testimony or
statements for the record at a regularly scheduled hearing)made by the recipient member, legislative
body or subdivision,or a cognizant staff member thereof;provided such information is readily
obtainable and can be readily put in deliverable form;and further provided that costs under this
section for travel,lodging or meals are unallowable unless incurred to offer testimony at a regularly
scheduled Congressional hearing pursuant to a written request for such presentation made by the
Chairman or Ranking Minority Member of the Committee or Subcommittee conducting such
hearing.
(2) Any lobbying made unallowable by subparagraph A(3)to influence State legislation in order to
directly reduce the cost,or to avoid material impairment of the organization's authority to perform
the grant,contract,or other agreement.
(3) Any activity specifically authorized by statute to be undertaken with funds from the grant,contract,
or other agreement.
Paragraph C.
(1) When an organization seeks reimbursement for indirect costs,total lobbying costs shall be
separately identified in the indirect cost rate proposal,and thereafter treated as other unallowable
activity costs in accordance with the procedures of subparagraph 13.(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(07108) Page 2 0f'3
Contract 068-2001
Holcomb and Cabe.L.I.T.
(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.
- - —---._ __.._._..
4ia'
e 'T itle
l
f-�c w 0A I CA --
Agency/Organization Date
(Certification signature should be same as Contract signature.)
Federal Certification-Lobbying(07/08) Page 3 of 3
Contract#68-2001
Holcomb and Cabe,L.L.P
ATTACHMENT H
CERTIFICATION REGARDING DEBARMENT,SUSPENSION, INELIGIBILITY
AND VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS
Orange County Department of Social Services
Instructions for Certification
1. By signing and submitting this proposal,the prospective lower tier participant is providing
the certification set out below.
2. The certification in this clause is a material representation of the fact upon which reliance
was placed when this transaction was entered into. if it is later determined that the prospective
lower tier participant knowingly rendered an erroneous certification,in addition to other
remedies available to the Federal Government,the department or agency with which this
transaction originated may pursue available remedies,including suspension and/or debarment.
3. The prospective lower tier participant will provide immediate written notice to the person to
which the proposal is submitted if at any time the prospective lower tier participant learns that its
certification was erroneous when submitted or has become erroneous by reason of changed
circumstances.
4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered
transaction," "participant," "person," "primary covered transaction," "principal," "proposal." and
"voluntarily excluded,"as used in this clause,have the meanings set out in the Definitions and
Coverage sections of rules implementing Executive Order 12549. You may contact the person to
which this proposal is submitted for assistance in obtaining a copy of those regulations.
5. The prospective lower tier participant agrees by submitting this proposal that,should the
proposed covered transaction be entered into, it shall not knowingly enter any lower tier covered
transaction with a person who is debarred,suspended,determined ineligible or voluntarily
excluded from participation in this covered transaction unless authorized by the department or
agency with which this transaction originated.
6. The prospective lower tier participant further agrees by submitting this proposal that it will
include this clause titled "Certification Regarding Debarment,Suspension, Ineligibility and
Voluntary Exclusion-Lower Tier Covered Transaction," without modification, in all lower tier
covered transactions and in all solicitations for lower tier covered transactions.
7. A participant in a covered transaction may rely upon a certification of a prospective
participant in a lower tier covered transaction that it is not debarred,suspended, ineligible,or
voluntarily excluded from covered transaction,unless it knows that the certification is erroneous.
A participant may decide the method and frequency of which it determines the eligibility of its
principals. Each participant may,but is not required to, check the Nonprocurement List.
8. Nothing contained in the foregoing shall be construed to require establishment of a system of
records in order to render in good faith the certification required by this clause. The knowledge
and information of a participant is not required to exceed that which is normally possessed by a
prudent person in the ordinary course of business dealings.
Federal Certification-Debarment(07/08) Page 1 of 2
Contract#68-2001
lolcomb and Cabc.L.I..P.
ATTACHMENT N
OUTCOMES AND REPORTING
Orange County Department of Social Services
By signing and submitting this document,the Contractor certifies that it agrees to the following:
1. The Contractor agrees to participate in program,fiscal and administrative monitoring and/or audits,
making records and staff time available to Federal,State and County staff.
2.The Contractor agrees to take necessary steps for corrective action,as negotiated within a corrective
action plan,for any items found to be out of compliance with Federal, State,and County laws,regulations,
standards and/or terms of the Contract.
3.The Contractor agrees that continuation of and/or renewal of this Contract is contingent on meeting the
following requirements. The Contractor agrees to:
A. Assure that all court proceedings be conducted within the timeframes required by General
Statute.
8: Provide case consultation to Orange County Department of Social Services slati'within a
reasonable timeframe so as to assure client safety and compliance with North Carolina laws and
regulations.
C. Assure that all court orders are prepared in a timely manner,
ign ure Title
--
t --�- T
Agency/Organization Date
(Certification signature should be same as Contract signature.)
Outcomes (06/04) Page 1 of I