HomeMy WebLinkAbout2014-337 Housing - CHICLE for translation or interpretation services $20,000 NORTH CAROLINA
COUNTYWIDE AGENCY INTERPRETER
SERVICES AGREEMENT
ORANGE COUNTY
This Interpreter and Translation Services Agreement ("Agreement"), made and enter& into this 1St
day of July, 2014, ("Effective Date") by and between Orange County, North Carolina a body politic and
corporate of the State of North Carolina ("County") and Chapel Hill Institute of Cultural and Language
Education, L.L.C. (CHICLE), ("Provider").
WITNESSETH:
For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts
for the services of the Provider, and the Provider agrees to provide the following Interfretation and
Translation Services (hereinafter referred to as "Services") to the County in accordance with the terms of
this Agreement:
A. Contract. This Contract consists of this document and additional documents checked below:
a. For Health Department:
i. ® Health Department Additional Terms and Conditions
ii. ® Business Associates Agreement
iii. ® Condition of Contract Statement
b. For Department of Social Services:
i. ® The General Terms and Conditions (Attachment A);
ii. ® The Scope of Work, description of services, and rate(Attachment B);
iii. ® Federal Certification Regarding Drug-Free Workplace(Attachment C);
iv. ® Conflict of Interest(Attachment D);
v. ®No Overdue Taxes(Attachment E);
These documents constitute the entire agreement between the Parties and supersede all prior oral or
written statements or agreements.
B. Services
1. Scope of Work.
a. This Agreement is for the Provider to furnish the services of qualified interpreters and
translators who speak and or write in English and a variety of other languages to County
to provide interpretation and or translation of those languages to County staff and clients.
b. By executing this Agreement, the Provider represents and agrees that Provider is
qualified to perform and fully capable of performing and providing the services required
or necessary under this Agreement in a fully competent,professional and timely manner.
c. Time is of the essence with respect to this Agreement.
d. The services to be performed under this Agreement consist of Basic Services, as
described and designated in Section 3 hereof. Compensation to the Provider for Basic
Services under this Agreement shall be as set forth herein.
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2. Responsibilities of the Provider
a. Services to be provided. The Provider shall provide the County with all services required
in Section 3 to satisfactorily complete the Project within the time limitations set forth
herein and in accordance with the highest professional standards.
b. Standard of Care.
i. The Provider shall exercise reasonable care and diligence in performing services
under this Agreement in accordance with the highest generally accepted
standards of this type of Provider practice throughout the United States and in
accordance with applicable federal, state and local laws and regulations
applicable to the performance of these services. Provider is solely responsible
for the professional quality, accuracy and timely completion and/or submission
of all work related to the Basic Services.
ii. Provider shall be responsible for all errors or omissions, in the performance of
the Agreement. Provider shall correct any and all errors, omissions,
discrepancies, ambiguities, mistakes or conflicts at no additional cost to the
County.
iii. The Provider shall not, except as otherwise provided for in this Agreement,
subcontract the performance of any work under this Agreement without prior
written permission of the County. No permission for subcontracting shall create,
between the County and the subcontractor,any contract or any other relationship.
iv. Provider is an independent contractor of County. Any and all employees of the
Provider engaged by the Provider in the performance of any wort: or services
required of the Provider under this Agreement, shall be considered employees or
agents of the Provider only and not of the County, and any and all claims that
may or might arise under any workers compensation or other law or contract on
behalf of said employees while so engaged shall be the sole obligation and
responsibility of the Provider.
v. Provider agrees that Provider, its employees, agents and its subcontractors, if
any, shall be required to comply with all federal, state and local
antidiscrimination laws, regulations and policies that relate to the performance of
Provider's services under this Agreement.
vi. If activities related to the performance of this Agreement regaire specific
licenses, certifications, or related credentials Provider represents that it and/or its
employees, agents and subcontractors engaged in such activities possess such
licenses, certifications, or credentials and that such licenses certifications, or
credentials are current, active, and not in a state of suspension or revocation.
3. Basic Services. The Provider will furnish Interpreter Services (referred to collectively as
"Services")under this Agreement as follows:
a. Professional Conduct. The Provider and Interpreters shall adhere to the standards of
professional conduct of an interpreter and translator while conducting th, services to
include the following:
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i. The Provider shall provide qualified persons to the County to interpret between
English and various other languages with the County staff and clients.
ii. The Interpreters shall relate to all County clients and staff in a respectful and
professional manner.
iii. The Interpreters will interpret the information being shared between client/family
and staff as clearly as possible, without additional personal comments or biases
on the topic being discussed.
iv. The Translator will translate the information as clearly as possible without
changing the meaning and the intent of the document.
v. The Provider will provide Interpreters and Translators who will .nterpret and
translate to the best of his/her ability.
b. Client Confidentiality.
i. The Provider and each Interpreter and Translator agree to protect health
information (e.g., client name, appointment type, telephone number) that he/she
may receive in doing business with County. The Provider should ensure proper,
safe storage and protection of client information during use, and
shredding/deletion of such information when it is no longer necessary for
business purposes.
ii. The Provider and Translators acknowledge that they may have access to
information that is confidential as provided by state and federal laws and agree to
comply with all privacy policies, regulations, and laws as well as the Health
Insurance Portability and Accountability Act(HIPAA) of 1996 (P.L.104-191).
iii. Breaches of client confidentiality by Provider, Interpreters or Translators may
result in automatic termination of this Agreement.
iv. Procedures and Guidelines upon acceptance of assignment for Interpretation:
1. The Provider agrees to provide at least 24 hour notice if the Interpreter is
unable to participate in a scheduled client contact.
2. The Interpreter will be expected to make confirmation phone calls to
clients in advance of an assigned appointment, when feasible, and when
the Provider is provided the information by County staff. The Interpreter
should notify County staff as soon as possible if the client has told the
Interpreter that he/she will not be able to make the appointment and/or if
he/she needs to reschedule. These confirmation calls will not be paid for
separately, but are considered part of the service when the Provider
accepts an assignment for an appointment.
3. Neither the Provider nor the Interpreter shall have contact with County
clients without County staff being present, unless specifically asked by
staff to call clients to confirm or schedule appointment3. It is not
acceptable for the Interpreter to give out his/her home telephone number
or cell phone number for later contact between the family and Interpreter.
Interpreters should generally instruct clients to call the Department to
schedule an appointment or to inquire about services.
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v. Procedures and Guidelines when the Provider Accepts a Translation
Assignment:
1. When asked to translate from English into the second h.nguage, the
Translator shall review the original English version and request any
clarification from County staff prior to translation.
2. As needed, the Translator will discuss with County staff
recommendations to improve the utility and cultural appropriateness of
material for the target audience prior to translation. Upon consultation
with Translator, County staff may choose to modify the En;;lish version
before resubmitting for a direct translation. Document consultation may
be charged as part of the translation service, but must be agreed upon in
advance.
3. All translations should match the original version in terms of content and
format.
4. The Translator will submit an electronic version of the translation.
Documents must be formatted using an MS Word software program
and/or submitted as a PDF so that County staff can open and read the
document.
4. Duration of Services
a. Term. The term of this Agreement shall be from July 1,2014 to June 30,2315.
b. Scheduling of Services. The Provider shall schedule and perform his activities in a
timely manner. Should the County determine that the Provider is behind sch,-dule, it may
require the Provider to expedite and accelerate his efforts, including providing additional
resources and working overtime, as necessary,to perform his services in acc:)rdance with
the approved project schedule at no additional cost to the County.
c. The Commencement Date for the Provider's Basic Services shall be July 1, 2,014.
5. Compensation for Basic Services. Compensation for Basic Services shall include all
compensation due the Provider from the County for all services under this Agreement as provided
in Section 3 above.
a. The maximum amount payable for Basic Services shall not exceed $20,000 Dollars
($55.00 per/hour for interpretation and $0.18/word for translations). Payment for Basic
Services shall become due and payable within thirty (30) days of Provider properly
invoicing County. Payment shall be subject to provisions of Sections 5 (a) and(b).
b. For Interpretation: County will compensate Provider for services rendered at an hourly
rate. Per hour reimbursement will begin at the time the Provider meets with County staff
for the appointment and ends at the time the staff and interpreter contact is completed.
There will be a minimum of one(1)hour of service for an appointment.
i. County will reimburse the Provider for one (1) hour of service in tae event of a
same day cancelled appointment. That includes appointments for clients who do
not show up for an appointment, and for those who cancel an appointment with
less than 24 hour notice. County will not reimburse for any Provider mileage.
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ii. County will process invoices on a monthly basis. Checks will be mE,iled directly
to the Provider in accordance with the Finance Department's schedule.
iii. Invoice Procedure. Each Interpreter shall complete and submit the County
"Invoice for Payment of Interpreting Services" form to County staff at the time
services are rendered. County staff will verify the information, sign and forward
the form for payment of services.
iv. The Interpreter will record the start and finish time worked to the minute. After
the first hour of service,payment will be calculated and paid per minute.
v. The Interpreter shall submit one invoice per client, unless there is a block of
appointments without interruption. Without interruption means that there were
no cancelled appointments and no lunch hour included. This is appropriate for a
group of clients who are served for the same type of appointment, at the same
location. (e.g., a morning in the dental clinic, an afternoon serving back-to-back
refugee communicable disease screening appointments.) When in doubt, the
Interpreter shall contact the County Language Coordinator.
vi. Cancelled Appointment. In the event of a cancelled appointment, the Provider is
required to stay until relieved of duty by the individual in charge. County staff
may require other interpreter-related services in place of th, scheduled
appointment. As stated above, the Provider may submit an invoice in the event
of a broken appointment(with less than 24 hour notice).
vi. Telephone Interpretation. If the Interpreter is assisting County staff with a large
volume of telephone calls outside of a scheduled appointment time, the
Interpreter shall complete a Call Log to submit along with an invoice describing
the services performed. This type of service is paid by the minute, without a one
hour minute requirement for payment.
vii. Unexpected Closing or Delayed Opening. In the case of an unexpected closing
or delayed opening (e.g., inclement weather) of the Health Der artment, the
Provider shall not be paid for missed appointments. When in doubt, the Provider
or the Interpreter can call 732-8181 to see if county offices are ope a or are on a
delayed schedule. When possible,the Interpreter is also asked to help call his/her
scheduled clients to inform them of the delay or closing.
c. For Translation. The Provider will complete and submit either the County Invoice for
Payment of Translation Services form to County staff at the time the service is rendered.
County staff will verify the information, sign and forward the form for payment of
services.
d. Disputes. In the event the amount stated on an invoice is disputed by the County, the
County may withhold payment of all or a portion of the amount stated on an invoice until
the parties resolve the dispute. Should Provider fail to perform its duties under the terms
of this Agreement, County may, without fault or penalty, withhold any payment
associated with the work to be performed until such time as said work is corr.pleted.
e. Additional Services. County shall not be responsible for costs related to any services in
addition to the Basic Services performed by Provider unless County requests such
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additional services in writing and such additional services are evidenced ')y a written
amendment to this Agreement.
6. Responsibilities of the County.
a. The County has designated (Marlyn Henriquez Valeiko) to act as t ze County's
representative with respect to the Project and shall have the authority to render decisions
within guidelines established by the County Manager and/or the County Board of
Commissioners and shall be available during working hours as often as may be
reasonably required to render decisions and to furnish information.
7. Insurance. The Provider shall purchase and maintain and shall cause each of his subcontractors to
purchase and maintain, during the period of performance of this Agreement:
a. Types of Insurance.
i. Worker's Compensation Insurance for protection from claims under workers' or
workmen's compensation acts;
ii. Comprehensive General Liability Insurance covering claims arising out of or
relating to bodily injury, including bodily injury, sickness, disease or death of
any of the Provider's employees or any other person and to real and personal
property including loss of use resulting thereof,
iii. Comprehensive Automobile Liability Insurance, including hired and non-owned
vehicles, if any, covering personal injury or death, and property damage.
Provider acknowledges that they have determined that Comprehensive
Automobile Liability Insurance is not necessary and agree to indemnify the
County in accordance with Section A.8 entitled"Indemnity"below.
b. Insurance Rating. The minimum insurance rating for any company insuring the Provider
shall be Best's A. If the Provider does not meet the insurance requirements, the County's
Risk Manager must be consulted prior to finalizing this Agreement.
c. Limits of Coverage. Minimum limits of insurance coverage shall be as follows:
INSURANCE DESCRIPTION MINIMUM REQUIRED COVERAGE
• Workdr's Compensation Limits for Coverage A- Statutory State of N C.
d Coverage B -Employers Liability
i $500,000 each accident and policy limit
t and disease each employee
i
• Coin-nercial General Liability $1,000,000 Each Occurrence; $2,000,000 Aggregate.
d. Insured. All insurance policies (with the exception of Worker's Compensation) required
under this Agreement shall name the County as an additional insured party. Evidence of
such insurance shall be furnished to the County, together with evidence that each policy
provides the County with not less than thirty (30) days prior written notice of any
cancellation,non-renewal or reduction of coverage.
8. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County from all loss,
liability, claims or expense, including attorney's fees, arising out of or related to th,,- Project and
arising from bodily injury including death or property damage to any person or persons caused in
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whole or in part by the negligence or misconduct of the Provider except to the extent same are
caused by the negligence or willful misconduct of the County. It is the intent of this provision to
require the Provider to indemnify the County to the fullest extent permitted under North Carolina
law.
9. Amendments to the Agreement. Changes in the Basic Services and entitlement l:o additional
compensation or a change in duration of this Agreement shall be made by a written Amendment
to this Agreement executed by the County and the Provider. The Provider shall proceed to
perform the Services required by the Amendment only after receiving a fully executed
Amendment from the County.
10. Termination
a. Termination for Convenience of the County. This Agreement may be terminated without
cause by the County and for its convenience upon seven (7) days' prior written notice to
the Provider.
b. Other Termination. The Provider may terminate this Agreement based upon the County's
material breach of this Agreement; provided, the County has not taken a:l reasonable
actions to remedy the breach. The Provider shall give the County seven ( ') days' prior
written notice of its intent to terminate this Agreement for cause.
c. Compensation After Termination.
i. In the event of termination,the Provider shall be paid that portion of the fees and
expenses that it has earned to the date of termination, less any costs or expenses
incurred or anticipated to be incurred by the County due to errors or omissions of
the Provider.
ii. Should this Agreement be terminated, the Provider shall deliver to the County
within seven (7) days, at no additional cost, all deliverables including any
electronic data or files relating to the Project.
d. Waiver. The payment of any sums by the County under this Agreement or ;he failure of
the County to require compliance by the Provider with any provisions of this Agreement
or the waiver by the County of any breach of this Agreement shall not constitute a waiver
of any claim for damages by the County for any breach of this Agreement or a waiver of
any other required compliance with this Agreement.
C. Additional Provisions
1. Limitation and Assignment. The County and the Provider each bind themselves, their
successors, assigns and legal representatives to the terms of this Agreement. Neither the
County nor the Provider shall assign or transfer its interest in this Agreement without the
written consent of the other.
2. Independent Contractor: The Provider is and shall be deemed to be an independent
contractor in the performance of this contract and as such shall be wholly responsible for
the work to be performed and for the supervision of its employees. The Provider
represents that it has, or shall secure at its own expense, all personnel required in
performing the services under this agreement. Such employees shall not be employees of,
or have any individual contractual relationship with the County.
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3. Governing Law. Both parties agree that this Agreement shall be governed by the laws of
the State of North Carolina. Should either party initiate litigation to settle any dispute
involving the terms of this Agreement such litigation shall be initiated in the General
Court of Justice of North Carolina seated in Orange County, North Carolina. Provider
shall at all times remain in compliance with all applicable local, state, and federal laws,
rules, and regulations including but not limited to all anti-discrimination lays. Pursuant
to the terms of North Carolina General Statute 153A-449(b) no county may enter into a
contract with a contractor unless the contractor and the contractor's subcontractors
comply with the requirements of Article 2 of Chapter 64 of the North Carc lira General
Statutes. Where applicable, failure to maintain compliance with the requirements of
Article 2 of Chapter 64 of the General Statutes constitutes Provider's breach of this
Agreement. By executing this Agreement Provider affirms Provider is in compliance
with Article 2 of Chapter 64 of the North Carolina General Statutes.
4. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages
with respect to any provision of, or the performance or non-performance of, this
Agreement shall be brought in the General Court of Justice of North Carolina sitting in
Orange County, North Carolina. It is agreed by the parties that no other coL.rt shall have
jurisdiction or venue with respect to such suits or actions. The Parties may agree to
nonbinding mediation of any dispute prior to the bringing of such suit or action.
5. Entire Agreement. This Agreement represents the entire and integrated agreement
between the County and the Provider and supersedes all prior negotiations,
representations or agreements, either written or oral. This Agreement may be amended
only by written instrument signed by both parties. Modifications may be evidenced by
facsimile signatures.
6. Severability. If any provision of this Agreement is held as a matter of law to be
unenforceable, the remainder of this Agreement shall be valid and binding upon the
Parties.
7. Ownership of Work Product. Should Provider's performance of this Agreement generate
documents, items or things that are specific to this Project such documents, items or
things shall become the property of the County and may be used on any ether project
without additional compensation to the Provider. The use of the documents, items or
things by the County or by any person or entity for any purpose other than the Project as
set forth in this Agreement shall be at the full risk of the County.
8. Additional Terms and Condition. The County may have additional terms and conditions
that shall be provided as an attachment(s)and is(are)hereby incorporated by reference.
9. Precedence Among Contract Documents: In the event of a conflict between or among the
terms of the Contract Documents, the terms in the Contract Document wit-1 the highest
relative precedence shall prevail. The order of precedence shall be the order of
documents as listed in Section A above, with this contract document havin3r the highest
precedence then the first listed document and the last-listed document having the lowest
precedence. If there are multiple Contract Amendments, the most recent amendment
shall have the highest precedence and the oldest amendment shall have the lowest
precedence.
10. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the
validity of this Agreement is based upon the availability of public funding under the
authority of its statutory mandate. In the event that public funds are unavailable and not
appropriated for the performance of County's obligations under this Agreement,then this
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Agreement shall automatically expire without penalty to County immediately upon
written notice to Provider of the unavailability and non-appropriation of public funds.
11. Notices. Any notice required by this Agreement shall be in writing and c.elivered by
certified or registered mail,return receipt requested to the following:
Orange County Provider's Name
Attention: Housing, Human Rights and
Community Development Director CHICLE c/o Executive Director
P.O. Box 8181 101 E.Weaver Street, P Floor
Hillsborough,NC 27278 Carrboro,NC 27510
IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder
set their hands and seal, all as of the day and year first above written.
ORANGE COUNTY: PROVIDER:
By: By:
Bonnie Hammersley,, County anager
Cl — ,t/1
Printed Name and Title
Federal Tax ID
This instrument has been approved as to technical content.
1
es E. a 's,Jr, rim ector
Hous' g,Human Rights and Community Development
Tlu s I tbeen approved as to form and legal sufficiency.
Ann tte M.Mkore, Staff Kitorney
This instrument has been pre-audited in the manner requ d by the Local Government Budget and Fiscal
QQn_tfiDI Act. l7
D6� fWr►N� L Scivic.�°t
larence G. Grier,Financial Services D r
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Orange County Health Department
Additional Terms and Conditions
These are additional terms and condition to the Agreement between Orange County and Provider to the
Countywide Agency Interpreter Agreement. The additional terms and conditions shall supersede any
terms and conditions in the original contract and are hereby incorporated as follows:
Add to Subsection B.3.a Basic Services
V. The Provider and Interpreters will follow the National Code c f Ethics and
Standards of Practice outlined by the National Council on Interpreting in
Health Care which can be found at www.ncihc.or2 and is hereby
incorporated by reference.
vi. The Interpreters are required to sign the OCHD Conditions of Contract
Statement containing the confidentiality, Title X and p zblic health
activities in emergency situations information which is hereby incorporated
by reference.
Add to Section B.3.iii the following sentence:
The Provider should generally instruct clients to cal. the Health
Department front desk staff or the Spanish voicemail line at 644-
3350 (when language appropriate) to schedule an appointment or to
inquire about services.
Add to Subsection B.3
Medical Documentation.The Provider is required to:
i. Provide proof of immunity to varicella, measles, mumps and rubella
prior to inception of contract work. Proof of immunity must be one of
the following: medical records diagnosing the disease,, laboratory
records confirming the disease, laboratory records documenting positive
disease titers, or medical records documenting receipt of 2 closes of each
vaccine. (Exception: If the Provider has documentation of only one
dose of vaccine, the Provider must provide documentation of a second
dose within 60 days of the first day of contract work.) Th-- Provider is
responsible for covering all costs associated with acquiring any
necessary titers, medical diagnosis or laboratory confirmation of disease
or vaccinations.
ii.Provide proof of a TB screening and provide those results to OCHD prior
to beginning contract work. The Provider is responsible for the costs
associated with acquiring such screening. The screening can be one of
the following:
1. Receipt of a TB skin test (TST) if the Provider has no history of
TB infection/disease or of a positive TST (Note: If the Provider
has not had an additional TST within the previous 12 months, a
second TST will be required one week after the fiat to establish
an accurate baseline.)
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2. Completion of a TB Screening Form by a medical provider if the
Provider has a history of TB disease or of having a positive TST.
ii. Provide proof of Tdap vaccine prior to beginning contract work.
Add sentence to end of 5.2.ii.
Exception: "Family" Refugee Health Assessment (communicable disease and/or
physical exam) appointments with 3 or more family members will only be
reimbursed for a total of two (2) hours in the case of same day cancelled
appointments. OCHD will not reimburse the Provider if an ap oointment is
cancelled with more than 24 hour notice.
Replace 5.b.iii with the following
Cancelled Appointments. In the event of a cancelled appointment,the Interpreter is
required to stay until relieved of duty by the nurse supervisor or the individual in
charge of clinical operations. OCHD staff may require other interpreter-related
services in place of the scheduled appointment. As stated above, the Provider may
submit an invoice in the event of a cancelled appointment (with less than 24 hour
notice).
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BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ("Agreement") is made effective the First day c f July, 2014,
by and between Orange County Government through its Orange County Health Department ("Covered
Entity"), and Chapel Hill Institute of Cultural and Language Education, L.L.C. (CHICLE), ("Business
Associate"). Covered Entity and Business Associate may be referred herein individually as a "Party" or
collectively as the "Parties". This Agreement supersedes any previously executed Busine-ss Associate
Agreement between the Parties.
WITNESSETH:
WHEREAS, Sections 261 through 264 of the federal Health Insurance Po_-tability and
Accountability Act of 1996 ("HIPAA"), Public Law 104-191, as modified by the Health Information
Technology for Economic and Clinical Health Act ("HITECH"), Public Law 111-5, known as "the
Administrative Simplification provisions," direct the Department of Health and Human Services to
develop standards to protect the security, confidentiality and integrity of health information; and
WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and
Human Services ("Secretary") has issued regulations modifying the Privacy, Security, Breach
Notification, and Enforcement Rules at 45 CFR Parts 160 and 164, as the same may be amended from
time to time(the"HIPAA Security and Privacy Rule"); and
WHEREAS, the Parties wish to enter into or have entered into an arrangement whereby Business
Associate will provide certain services to Covered Entity, and, pursuant to such arrangements, Business
Associate may be considered a"Business Associate" of Covered Entity as defined in the HIPAA Security
and Privacy Rule (the agreement evidencing such arrangement is detailed below and hereinafter referred
to as the"Service Agreement(s)"); and
WHEREAS, Business Associate may have access to Protected Health Information (as defined below) in
fulfilling its responsibilities under such arrangement;
THEREFORE, in consideration of the Parties' continuing obligations under the Service Agreement,
compliance with the HIPAA Security and Privacy Rule, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree to the provisions of this
Agreement in order to address the requirements of the HIPAA Security and Privacy Rule and to protect
the interests of both Parties.
1. DEFINITIONS
(a) Service Agreement. Agreement(s) for services affected by this HIPS A Business
Associate Agreement, which this Business Associate Agreement shall be attached to, and is (are) hereby
incorporated by reference, and which shall be taken and considered as a part of this document the same as
if fully set out herein:
COUNTYWIDE AGENCY INTERPRETER SERVICES AGREEMENT
(b) Catch-all Provision. Except as otherwise defined herein, any and all capitalized terms in
this Agreement shall have the definitions set forth in the HIPAA Security and Privacy Rule, 45 CFR Parts
160 and 164, subparts A and E. In the event of an inconsistency between the provisions of th s Agreement
and mandatory provisions of the HIPAA Security and Privacy Rule, as amended,the HIPAA Security and
Privacy Rule shall control. Where provisions of this Agreement are different than those mandated in the
HIPAA Security and Privacy Rule, but are nonetheless permitted by the HIPAA Security and Privacy
Rule,the provisions of this Agreement shall control.
1
October 2013
(c) Electronic Protected Health Information. Protected Health Information that is transmitted
by or maintained in Electronic Media(as defined in the HIPAA Security and Privacy Rule).
(d) Protected Health Information. "Protected Health Information" shall have the same
meaning as the term in 45 CFR § 160.103, limited to the information created or received by Business
Associate from or on behalf of Covered Entity and includes without limitation "Electrondc Protected
Health Information." Business Associate acknowledges and agrees that all Protected Health Information
that is created or received by Covered Entity and disclosed or made available in any form, including paper
record, oral communication, audio recording, and electronic display by Covered Entity or its operating
units to Business Associate or is created or received by Business Associate on Covered Entity's behalf
shall be subject to this Agreement.
(e) Required by Law. "Required by Law" shall have the same meaning as the term in 45
CFR § 164.103.
II. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE
(a) Use and Disclosure. Business Associate agrees to fully comply with the -equirements
under the HIPPA Security and Privacy Rule applicable to Business Associates and not to use or disclose
Protected Health Information other than as permitted or required by this Agreement, the Service
Agreement or as Required by Law. To the extent Business Associate carries out obligation of Covered
Entity under the HIPAA Security and Privacy Rule, Business Associate shall comply with the applicable
provisions of the HIPAA Security and Privacy Rule as if such use or disclosure were made by Covered
Entity. Business Associate agrees to comply with Covered Entity's policies regarding the minimum
necessary use or disclosure of Protected Health Information.
(b) Appropriate Safeguards. Business Associate agrees to use appropriate safeguards to
prevent use or disclosure of Protected Health Information other than as provided for by this Service
Agreement(s), this Agreement or as Required by Law. This includes the implementation physical,
technical and administrative safeguards to prevent use or disclosure of Protected Health Information other
than as permitted in this Agreement or Required by Law and reasonably and appropriately protect the
confidentiality, integrity, and availability of any Electronic Protected Health Information that it creates,
receives, maintains, or transmits on behalf of Covered Entity as required by the HIPAA Security and
Privacy Rule. The Business Associate shall maintain appropriate documentation of its compliance with
the HIPPA Security and Privacy Rule, including, but not limited to, its policies, procedures, records of
training and sanctions of members in its workforce.
(c) Assurances. Business Associate agrees to provide Covered Entity with written
assurances that any Protected Health Information placed on any type of mobile media, including, but by
no means limited to, lap top computers, Ipads and mobile phones, is encrypted in accordance with
guidance issued by the Secretary.
(d) Agents and Subcontractors. Business Associate shall require any agents, i zcluding any
subcontractors, to whom it provides Protected Health Information from Covered Entity that is created,
received, maintained or transmitted on behalf of Business Associate to agree by written contract with
Business Associate to the same (or greater) restrictions, conditions and requirements that apply to
Business Associate with respect to such information, and to agree to implement reasonable and
appropriate safeguards to protect any of such information that is Electronic Protected Health Information.
In addition, Business Associate agrees to take reasonable steps to ensure that its employees' actions or
omissions do not cause Business Associate to breach the terms of this Agreement.
(e) Mitigation of Breach. Business Associate agrees to mitigate, to the extent practicable,
any harmful effect that is known to Business Associate of a use or disclosure of Protected Health
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October 2013
Information by Business Associate in violation of the requirements of this Agreement, as well as to
provide complete cooperation to Covered Entity should Covered Entity elect to review or investigate such
noncompliance or Security Incident. Business Associate shall cooperate in Covered Entity's breach
analysis and/or risk assessment, if requested. Furthermore, Business Associate shall co operate with
Covered Entity in the event that Covered Entity determines that any third parties must be notified of a
Breach,provided that Business Associate shall not provide any such notification except at the direction of
Covered Entity.
(f) Breach Reporting. Business Associate shall report in writing to Covered Entity's Privacy
Officer (see Exhibit A), any use or disclosure of Protected Health Information that is not in compliance
with the terms of this Agreement, as well as any Security Incident and any actual or suspected Breach, of
which it becomes aware, without unreasonable delay, and in no event later than forty-eight (48) hours of
such discovery. For purposes of this Agreement, "Security Incident" means the attempted or successful
unauthorized access, use, disclosure, modification, or destruction of information or interference with
system operations in an information system. Such notification shall contain the elements required by 45
C.F.R. § 164.410.
(g) Compliance. To the extent applicable, Business Associate will comply witIL (i) Covered
Entity's Notice of Privacy Practices; (ii) any limitations to which Covered Entity has agreed in regard to
an Individual's permission to use or disclose his or her Protected Health Information; and (iii) any
restrictions to the use or disclosure of Protected Health Information to which Covered Entity has agreed
or is required to agree.
(h) Government Access. Business Associate will make its internal practices, books and
records available to the Secretary of the Department of Health and Human Services for purposes of
determining compliance with the terms of the HIPAA Security and Privacy Rule, and, at the request of
the Secretary, will comply with any investigations and compliance reviews, permit access to information,
and cooperate with any complaints, as Required by Law. Without unreasonable delay and, :n any event,
no more than 48 hours of receipt of the request or notification, Business Associate will notify Covered
Entity in writing of any request by any governmental entity, or its designee, to revi,:w Business
assessment of any kind.
(i) Electronic Transactions. If Business Associate conducts any Standard Transactions for or
on behalf of Covered Entity, Business Associate shall comply with the requirements under the Electronic
Transaction Rule.
0) Audit. Business Associate shall permit Covered Entity, in its discretion, to conduct an
audit of Business Associate's compliance with this Agreement, HIPAA, and HITECH. Such audit may
consist of an onsite visit, a series of inquiries that require written responses, or both. Business Associate
shall promptly and completely respond to Covered Entity's requests for information in support of the
audit, which shall not be conducted more than once annually except in cases of an actual or reasonably
suspected Security Incident or reasonably suspected noncompliance with this Agreement, HIPAA or
HITECH. Each Party shall bear its own costs associated with the audit.
(k) Identity Theft. Business Associate shall implement Identity Theft Monitoring Policies
and Procedures to protect any patient information that may be breached by the Business Associate to the
extent applicable under the Federal Trade Commission's Red Flag Rules.
(1) HITECH Compliance. Business Associate shall:
A. Not receive, directly or indirectly, any impermissible remuneration in exchange
for Protected Health Information or Electronic Protected Health Information,
except as permitted by HITECH § 13405(d)or the HIPPA Regulatio:ls;
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October 2013
B. Comply with the marketing and other restrictions applicable to Business
Associates contained in HITECH § 13406 and the HIPPA Regulatior s;
C. To the extent required under HITECH § 13404, fully comply with the applicable
requirements of 45 CFR 164.502(e)(2) for each use and disclosure of Protected
Health Information;
D. To the extent required under HITECH § 13401, fully comply with 45 CFR §§
164.308, 164.310, 164.312,and 164.316;
E. To the extent required under HITECH §§13401 and 13404, corr ply with the
additional privacy and security requirements that apply to Covered Fntities in the
same manner and to the same extent as Covered Entity is required to do so; and
F. To the extent required under the HIPPA Regulations, comply with the privacy
and security requirements that apply to Business Associates.
(m) State Privacy Laws. Business Associate shall understand and comply with state privacy
laws to the extent that such privacy laws are not preempted by HIPPA or HITECH.
III. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE
(a) Use of Protected Health Information on Behalf of Covered Entity. Except as otherwise
limited in this Agreement, Business Associate may use or disclose Protected Health Information to
perform functions, activities or services for, or on behalf of, Covered Entity described ir. the Service
Agreement, provided that such use or disclosure would not violate the HIPPA Security and Privacy Rule
if it were made by Covered Entity or would not violate the Covered Entities minimum necessary policies.
(b) Other Uses of Protected Health Information. Except as otherwise lindted in this
Agreement, Business Associate may use Protected Health Information within its workforce for the proper
management and administration of Business Associate not to include Marketing or Commercial Use and
to carry out the legal responsibilities of Business Associate; and
(c) Third Party Confidentiality. Except as otherwise limited in this Agreement, Business
Associate may disclose Protected Health Information for the proper management and administration of
Business Associate or to carry out the legal responsibilities of Business Associate, provided that if
Business Associate discloses any Protected Health Information to a third party for such purpose, the
Business Associate shall enter into a written agreement with such third party requiring the following:
A. Disclosure only as Required by Law; or
B. Business Associate obtains reasonable assurances from the person .o whom the
information is disclosed that the information 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 Business Associate of any instances of which it is
aware in which the confidentiality, integrity, and or availability of the Prol ected Health
Information has been breached immediately upon becoming aware.
(d) Business Associate may provide data aggregation services relating to the health care
operations of Covered Entity pursuant to any agreements between the Parties evidencing their business
relationship as permitted by 45 CFR§ 164.504(e)(2)(i)(B).
(e) Other Uses Strictly Limited. Nothing in this Agreement shall permit the Business
Associate to share Protected Health Information with Business Associate's affiliates or contractors except
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October 2013
for the purposes of the Service Agreement(s) between the Covered Entity and Business Associate(s)
identified in Section I(a) of this Agreement.
(f) Covered Entity Authorization for Additional Uses. Any use of Protected Health
Information by Business Associate, its affiliate or Contractor, other than those purposes of this
Agreement, shall require express written authorization by the Covered Entity, and a Business Associate
Agreement or amendment as necessary. Activities which are prohibited include, but are not limited to,
Marketing, as defined by 45 CFR § 164.503 or the sharing for Commercial Use or any purpe se construed
by Covered Entity as Marketing or Commercial Use, even if such sharing would be permitted by federal
or state laws.
(g) Business Associate may de-identify Protected Health Information only at the specific
direction of and only for the use of Covered Entity. Business Associate may not sell Prot,-cted Health
Information except at the direction of Covered Entity and in compliance with the requirements of the
HIPAA Security and Privacy Rule.
IV. AVAILABILITY OF PHI
(a) Access to Protected Health Information. Business Associate agrees, in fie event the
Business Associate maintains protected health information in a Designated Record Set, to make available,
within ten (10) days of a request by Covered Entity in a time and manner designated by Covered Entity,
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 of 45 CFR § 164.524 of the HIPAA Security
and Privacy Rule.
(b) Amendments to Protected Health Information. In the event that the Business Associate
maintains Protected Health Information in a Designated Record Set, Business Associate agrees to make
any amendment(s) to Protected Health Information in a designated record set that the Cevered Entity
directs or agrees to pursuant to the HIPAA Security and Privacy Rule at the request of Covered Entity of
an individual, within ten(10) days of receipt of a request from Covered Entity and in the time and manner
designated by Covered Entity.
(c) Accounting of Disclosures. Business Associate agrees to maintain and make available
the information required to provide an accounting of disclosures, as required by 45 CFR § 164.528 of the
HIPAA Security and Privacy Rule. Business Associate will comply with Covered Ertity's policy
regarding accounting of disclosures.
(d) Document Disclosures. In the event an Individual makes a request under this Section of
the Agreement directly to Business Associate, Business Associate will notify Covered Entity of such
request within three (3) business days and shall cooperate with, and act only at the direction of Covered
Entity in responding to such request.
V. OBLIGATIONS OF COVERED ENTITY
(a) Notice of Privacy Practices. Covered Entity shall provide Business Associate with the
notice of privacy practice that Covered Entity produces in accordance with 45 CFR § 164.520, as well as
any changes to that notice.
(b) Notice of Changes in Individual's Access or Protected Health Information. Covered
Entity shall provide Business Associate with any changes in, or revocation of, perm ssion by an
Individual to use or disclose Protected Health Information, is such changes affect Business Associate's
permitted or required uses.
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October 2013
(c) Notice of Restriction in Individual's Access to Protected Health Information. Covered
Entity shall notify Business Associate of any restrictions to the use or disclosure of Protected Health
Information that Covered Entity has agreed in accordance with 45 CFR § 164.522 to the extent that such
restriction may affect Business Associate's use of Protected Health Information.
VI. PERMISSABLE REQUESTS BY COVERED ENTITY
Requests Permissible Under HIPAA. Covered Entity shall not request Business Associate to use
or disclose Protected Health Information in any manner that would not be permissible under-the Privacy
or Security Rule.
VII. TERMINATION
(a) Term. This Agreement shall be effective as of the date first set forth above and shall
terminate upon the earlier of (i) the termination of all agreements between the parties, and (ii) the
termination by Covered Entity for cause as provided herein.
(b) Termination for Cause. Notwithstanding anything in this Agreement to 1.he contrary,
Covered Entity shall have the right to terminate this Agreement and the Service Agreement immediately
if Covered Entity determines that Business Associate has or will violated any material term of this
Agreement. Upon Covered Entity's knowledge of a material breach by Business Associate, Covered
Entity shall provide an opportunity for Business Associate to cure the breach or end tie violation.
Covered Entity may terminate this Agreement if Business Associate does not cure the breach or end the
violation within the time period specified by Covered Entity. If termination, cure or end of the violation
is not feasible, Covered Entity may report the violation to the Secretary.
(c) Obligation of Business Associate Upon Termination. At termination of this Agreement,
the Service Agreement (or any similar documentation of the business relationship of the Parties), or upon
request of Covered Entity,whichever occurs first, Business Associate, shall:
A. if feasible, return(in a manner or process approved by the Covered Entity) or destroy
all Protected Health Information, regardless of form, including but not limited to
paper or electronic format, received from Covered Entity, or created, maintained or
received by Business Associate on behalf of Covered Entity. Business Associate
shall retain no copies of the Protected Health Information. This provision shall also
apply to Protected Health Information and other confidential information in the
possession of sub-contractors or agents of Business Associate.
B. If such return or destruction is not feasible, Business Associate shall (i) retain only
that Protected Health Information necessary for Business Associate to continue its
proper management and administration or to carry out its legal respon3ibilities; (ii)
return or destroy the remaining Protected Health Information that the Business
Associate still maintains in any form; (iii) extend the protections of this Agreement to
the retained Protected Health Information; (iv) limit further uses and disclosures to
those purposes that make the return or destruction of the Protected Health
Information not feasible; and (v) return or destroy the retained Protected Health
Information when it is no longer needed by Business Associate.
(d) Survival. This paragraph shall survive the termination of this Agreement and shall apply
to Protected Health Information created, maintained, or received by Business Associate and any of its
subcontractors.
VIII. MISCELLANEOUS
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October 2013
(a) Indemnification. Business Associate agrees to indemnify, defend, and hold harmless
Covered Entity, its officers, agents, contractors and agents, against, and in respect of, any and all claims,
losses, expenses, costs, damages, obligations, penalties, and liabilities which Covered Entity may incur
by reason of Business Associate's breach of or failure to perform any its obligations purwant to this
Agreement, including but not limited to any injury or damages arising from any noncomplia:ice with this
Agreement or any Security Incident attributable to the negligence of Business Associate, including
failure to execute the terms of this Agreement. Further,Business Associate agrees to indemnify, defend,
and hold harmless Covered Entity, its officers, employees, contractors and agents, against all costs and
expenses, including but not limited to, reasonable legal expenses, which are incurred by or on behalf of
Business Associate in connection with the defense of such claims.
(b) Disclaimer. Covered Entity makes no warranty or representation that compliance by
Business Associate with this Agreement, HIPAA, HITECH, or the HIPAA Regulations will be adequate
or satisfactory for Business Associate's own purposes. Business Associate is solely responsible for all
decisions made by Business Associate regarding the safeguarding of Protected Health Information.
(c) Assistance in Litigation or Administrative Proceedings. Business Associate, shall make
itself, and any subcontractors, employees, affiliates or agents assisting Business Associate in the
performance of its obligations under this Agreement, available to Covered Entity, at no cost to Covered
Entity, to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being
commenced against Covered Entity, its directors, officers or employees based upon a claimed violation
of HIPAA, HITECH, the HIPAA Regulations, or other laws relating to security and privacy, except
where Business Associate or its subcontractor,employee or agent is named adverse party.
(d) Survival. The obligations of Business Associate under this Agreement shall survive the
expiration, termination, or cancellation of this Agreement, the Service Agreement and/or the business
relationship of the parties, and shall continue to bind Business Associate, its agents, employees,
contractors, successors, and assigns as set forth herein.
(e) Ownership of Information. Covered Entity holds all right, title, and interest in and to the
Protected Health Information and Business Associate does not hold and will not acquire by virtue of this
Agreement or by virtue of providing goods or services to Covered Entity, any right, title, or interest in or
to the PHI or any portion thereof.
(f) Right to Injunctive Relief. Business Associate expressly acknowledges and agrees that
the breach, or threatened breach,by it of any provision of this Agreement may cause Covered Entity to be
irreparably harmed and that Covered Entity may not have an adequate remedy at law. Therefore,Business
Associate agrees that upon such breach, or threatened breach, Covered Entity will be entitled to seek
injunctive relief to prevent Business Associate from commencing or continuing any action constituting
such breach without having to post a bond or other security and without having to prove the inadequacy
of any other available remedies. Nothing in this paragraph will be deemed to limit or abridge any other
remedy available to Covered Entity at law or in equity. Except as expressly stated herein or is the HIPAA
Security and Privacy Rule, the parties to this Agreement do not intend to create any rights in any third
parties.
(g) Amendment. The Parties agree to take such action as is necessary tc amend this
Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the
HIPSS Regulations. In addition, this Agreement may be amended or modified by the PErties only in
writing.
(h) Assignment. No Party may assign its respective rights and obligations under this
Agreement without the prior written consent of the other Party.
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October 2013
(i) Independent Contractor. None of the provisions of this Agreement are intended to create,
nor will they be deemed to create any relationship between the Parties other than that of independent
parties contracting with each other solely for the purposes of effecting the provisions of this Agreement
and any other agreements between the Parties evidencing their business relationship. This; Agreement
will be governed by the laws of the State of North Carolina. No change, waiver or discharge of any
liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance
of any continuing or other obligation, or shall prohibit enforcement of any obligation, cn any other
occasion.
0) Regulatory References. A reference in this Agreement to a section in HIPAA, HITECH
or the HIPAA Regulations means the section as it currently is in effect or as amended.
(k) Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning
that permits Covered Entity to comply with the HIPAA Regulations. The parties agree that, in the event
that any documentation of the arrangement pursuant to which Business Associate provides services to
Covered Entity contains provisions relating to the use or disclosure of Protected Health Infcrmation that
are more restrictive than the provisions of this Agreement, the more restrictive provisions will control.
The provisions of this Agreement are intended to establish the minimum requirements regarding Business
Associate's use and disclosure of Protected Health Information.
(1) Severability. In the event any part or parts of this Agreement are held to be
unenforceable, the remainder of this Agreement will continue in effect. In addition, in the event a party
believes in good faith that any provision of this Agreement fails to comply with the then-current
requirements of the HIPAA Security and Privacy Rule, such party shall notify the other party in writing.
For a period of up to (30) thirty days, the parties shall address in good faith such concern ar..d amend the
terms of this Agreement, if necessary to bring it into compliance. If, after such thirty-day period, a party
believes in good faith that the Agreement fails to comply with the HIPAA Security and Privacy Rule,
then either party has the right to terminate upon written notice to the other party.
(m) Notices and Communications. All instructions, notices, consents, demands, or other
communications required or contemplated by this Agreement shall be in writing and shall be delivered to
the Party at the address below:
For Covered Entity: For Business Associate
Orange County Housing,Human Rights
&Community Development CHICLE
ATTN: Marlyn Valeiko c/o Executive Director
300 W.Tryon Street 101 E. Weaver Stre°t 3rd Floor
Hillsborough NC, 27278 Carrboro,l\C 27510
(n) Strict compliance. No failure by any Party to insist upon strict compliance with any
terms or provisions of this Agreement, to exercise any option,to enforce any right, or to seek:any remedy
upon any default of any other Party shall affect, or constitute a waiver of, any Party's right to insist upon
such strict compliance, exercise that option, enforce that right, or seek that remedy with respect to that
default or any prior, or contemporaneous, or subsequent default. No custom or practice of :he Parties at
variance with any provisions of this Agreement shall affect, or constitute a waiver of, any Pzrty's right to
demand strict compliance with all provisions of this Agreement.
(o) Governing Law. This Agreement shall be governed and construed in accordance with the
laws of the State of North Carolina except to the extent that North Carolina laws have been p-e-empted by
HIPAA and without giving effect to principals of conflicts of law. Jurisdiction shall be Orange County,
North Carolina, for purposes of litigation resulting from disagreements of the Parties for purposes of this
Agreement and the Service Agreement(s).
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October 2013
(p) E-Verify. Employers and their subcontractors with 25 or more employees as defined in
Article 2 of Chapter 64 of the NC General Statutes must comply with E-Verify requirements to contract
with governmental units. E-Verify is a Federal program operated by the United States Department of
Homeland Security and other federal agencies, or any successor or equivalent program used to verify the
work authorization of newly hired employees pursuant to federal law. Where applicable:, failure to
maintain compliance with the requirements of Article 2 of Chapter 64 of the North Carolina General
Statutes shall constitute breach of this Agreement. If applicable, by executing this Agreement, Business
Associate affirms that they are in compliance with Article 3 of Chapter 64 if the North Carolina General
Statutes.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written
above.
COVERED ENTITY: BUSINESS ASSOCIATE:
By:_ By:
Title: Title:
9
October 2013
EXHIBIT A
COVERED ENTITY PRIVACY OFFICER CONTACT INFORMATION
To report to Covered Entity any use or disclosure of Protected Health Information not in com)liance with
the terms of this Agreement that might be considered a privacy breach,Business Associate should contact
the Privacy Officer at the applicable entity. To report to Covered Entity any Security Incident(as defined
in the Agreement), Business Associate should contact Carla Julian(919)245-2434,or the Security
Officer at The Orange County Health Department.
10
October 2013
ORANGE COUNTY HEALTH DEPARTMENT
Contracted Interpreters
Conditions of Contract Statement
Confidentiality
As a Contract Interpreter for Orange County Health Department(OCHD), I acknowledge that I may have
access to information that is confidential as mandated by state and federal law, HIPAA regulation and/or
Orange County policy. I recognize my legal obligation as a Contractor to maintain the confidentiality of
information about former and current recipients of OCHD services.
I understand that release of information determined to be confidential by law to unauthorized persons may
result in criminal prosecution. I further understand that the failure to maintain legally required confidentiality
of information constitutes "misconduct"within the meaning of the Orange County Personnel Ordinance and
may lead to disciplinary action, including termination of contract.
If a question arises regarding whether a release of information may be public record vs. confidential client
information, I will seek assistance from an OCHD Clinic Manager.
Title X Information Requirement
OCHD provides services solely on a voluntary basis. A client's acceptance of service is not a prerequisite to
eligibility or receipt of a non-Title X service (Family Planning).
As an OCHD Contract Interpreter, you may be subject to prosecution under Federal law if you coerce or
endeavor to coerce any person to undergo an abortion or a sterilization procedure.
As an Interpreter, your responsibility is to convey the message from the provider to the client to the best of
your ability, without prejudice or personal bias. If you are present when an OCHD employee attempts to
coerce a person to undergo an abortion or a sterilization procedure, discontinue interpreting, and report this to
the Clinic Manager.
Public Health Activities in Emergency Situations
In order to fulfill the responsibilities of the department in emergency situations or in training, and due to our
limited number of bilingual staff, you may be asked to work at emergency shelters or other locations
designated by the Health Director or emergency operations. You may also be asked to partici::)ate in
emergency drills and exercises. As a Contractor, you do have the right to decline any of these special
requests.
I certify that I have read and understand the conditions stated above. I have had an opportunity to discuss the
conditions and requirements of my contract with a designated agency representative.
CAP e-t -K;t1 t nf�,Vt 4,L,b- Q�,- Cu Hi_�1 cr.�
Contractor Name: L,,=kl*�LY;1 .P 4-i o, Date: c Z9 0q
Contractor Signature: �._ Date: l g
OCHD Representative: , Date: —�
Contract
CHICLE
ATTACHMENT A
GENERAL TERMS AND CONDITIONS
Orange County Department of Social Services
Relationships of the Parties respective successors. It is expressly understood and
agreed that the enforcement of the terms and
Independent Contractor: The Contractor is and conditions of this contract, and all rights of action
shall be deemed to be an independent contractor in the relating to such enforcement,shall be strictly reserved
performance of this contract and as such shall be to the County and the named Contractor. Nothing
wholly responsible for the work to be performed and contained in this document shall give or allow any
for the supervision of its employees. The Contractor claim or right of action whatsoever by any other third
represents that it has, or shall secure at its own person. It is the express intention of the County and
expense, all personnel required in performing the Contractor that any such person or entity, other than
services under this agreement. Such employees shall the County or the Contractor, ro,-eiving services or
not be employees of, or have any individual benefits under this contract shall be deemed an
contractual relationship with the County. incidental beneficiary only.
Subcontracting: The Contractor shall not
subcontract any of the work contemplated under this Indemnity and Insurance
contract without prior written approval from the
County. Any approved subcontract shall be subject to Indemnification: The Contractor agrees to
all conditions of this contract.Only the subcontractors indemnify and hold harmless the County and any of
specified in the contract documents are to be their officers,agents and employees,from any claims
considered approved upon award of the contract. The of third parties arising out or any act or omission of
County shall not be obligated to pay for any work the Contractor in connection with the performance of
performed by any unapproved subcontractor. The this contract.
Contractor shall be responsible for the performance of
all of its subcontractors. Insurance: During the term of the contract, the
Contractor at its sole cost and expense shall provide
Assignment: No assignment of the Contractor's commercial insurance of such type and with such
obligations or the Contractor's right to receive terms and limits as may be reasonably associated with
payment hereunder shall be permitted.However,upon the contract. As a minimum, the Contractor shall
written request approved by the issuing purchasing provide and maintain the following coverage and
authority, the County may: limits:
(a) Forward the Contractor's payment check(s) (a) Worker's Compensation - The contractor
directly to any person or entity designated by shall provide and maintain Worker's
the Contractor, or Compensation Insurance as required by the
(b) Include any person or entity designated by laws of North Carolina,a: well as employer's
Contractor as ajoint payee on the Contractor's liability coverage with minimum limits of
payment check(s). $500,000.00, covering all of Contractor's
In no event shall such approval and action obligate the employees who are engaged in any work
County to anyone other than the Contractor and the under the contract. If any work is sublet, the
Contractor shall remain responsible for fulfillment of Contractor shall require the subcontractor to
all contract obligations. provide the same coverage for any of his
employees engaged in any work under the
'Beneficiaries: Except as herein specifically provided contract.
otherwise, this contract shall inure to the benefit of (b) Commercial General Liability - General
and be binding upon the parties hereto and their Liability Coverage on a Comprehensive Broad
General Terms and Conditions—(06/04) Page I of 5
0 0
Contract
CHICLE
Form on an occurrence basis in the minimum contract in a timely and proper manner, the County
amount of $1,000,000.00 Combined Single shall have the right to terminate this contract by
Limit. (Defense cost shall be in excess of the giving written notice to the Contractor and specifying
limit of liability.) the effective date thereof. In that event,all finished or
(c) Automobile-Automobile Liability Insurance, unfinished deliverable items prepared by the
to include liability coverage, covering all Contractor under this contract shall, at the option of
owned,hired and non-owned vehicles used in the County, become its property and the Contractor
performance of the contract. The minimum shall be entitled to receive just and equitable
combined single limit shall be $500,000.00 compensation for any satisfactory work completed on
bodily injury and property damage; such materials, minus any payment or compensation
$500,000.00 uninsured/under insured previously made. Notwithstanding the foregoing
motorist; and $25,000.00 medical payment. provision, the Contractor shall not be relieved of
Providing and maintaining adequate insurance liability to the County for damages sustained by the
coverage is a material obligation of the Contractor County by virtue of the Contractor's breach of this
and is of the essence of this contract. The Contractor agreement, and the County may withhold any
may meet its requirements of maintaining specified payment due the Contractor for the purpose of setoff
coverage and limits by demonstrating to the County until such time as the exact amount of damages due
that there is in force insurance with equivalent the County from such breach can be determined. In
coverage and limits that will offer at least the same case of default by the Contractor,without limiting any
protection to the County. All such insurance shall other remedies for breach available to it, the County
meet all laws of the State of North Carolina. Such may procure the contract services from other sources
insurance coverage shall be obtained from companies and hold the Contractor respons.ble for any excess
that are authorized to provide such coverage and that cost occasioned thereby. The filing of a petition for
are authorized by the Commissioner of Insurance to bankruptcy by the Contractor shall be an act of default
do business in North Carolina. The Contractor shall under this contract.
at all times comply with the terms of such insurance
policies,and all requirements of the insurer under any Waiver of Default: Waiver by the County of any
such insurance policies, except as they may conflict default or breach in compliance with the terms of this
with existing North Carolina laws or this contract. contract by the Provider shall not be deemed a waiver
The limits of coverage under each insurance policy of any subsequent default or bre�.ch and shall not be
maintained by the Contractor shall not be interpreted construed to be modification o` the terms of this
as limiting the contractor's liability and obligations contract unless stated to be such i:i writing, signed by
under the contract. an authorized representative of 1 he County and the
Contractor and attached to the contract.
Default and Termination
Availability of Funds: The parties to this contract
Termination Without Cause: The County may agree and understand that the pz.yment of the sums
terminate this contract without cause by giving 30 specified in this contract is dependent and contingent
days written notice to the Contractor. In that event, upon and subject to the appropriation, allocation, and
all finished or unfinished deliverable items prepared availability of funds for this purpose to the County.
by the Contractor under this contract shall, at the
option of the County, become its property and the Force Majeure:Neither party shall be deemed to be
Contractor shall be entitled to receive just and in default of its obligations hereunder if and so long
equitable compensation for any satisfactory work as it is prevented from performing;such obligations by
completed on such materials, minus any payment or any act of war, hostile forei;p action, nuclear
compensation previously made. explosion,riot,strikes,civil insurrection,earthquake,
hurricane,tornado,or other catastrophic natural event
Termination for Cause: If, through any cause, the or act of God.
Contractor shall fail to fulfill its obligations under this
General Terms and Conditions—(06/04) Page 2 of 5
Contract
CHICLE
Survival of Promises: All promises, requirements, Confidentiality: Any information,data,instruments,
terms, conditions, provisions, representations, documents, studies or reports given to or prepared or
guarantees, and warranties contained herein shall assembled by the Contractor under this agreement
survive the contract expiration or termination date shall be kept as confidential and not divulged or made
unless specifically provided otherwise herein, or available to any individual or organization without the
unless superseded by applicable Federal or State prior written approval of the County. The Contractor
statutes of limitation. acknowledges that in receiving,storing,processing or
otherwise dealing with any confidential information it
Intellectual Property Rights will safeguard and not further disc[ose the information
except as otherwise provided in this contract.
Copyrights and Ownership of Deliverables: All
deliverable items produced pursuant to this contract Oversight
are the exclusive property of the County. The
Contractor shall not assert a claim of copyright or Access to Persons and Records: The State Auditor
other property interest in such deliverables. shall have access to persons and records as a result of
all contracts or grants entered into by State agencies
Federal Intellectual Property Bankruptcy or political subdivisions in accordance with General
Protection Act: The Parties agree that the County Statute 147-64.7. Additionally, as the State funding
shall be entitled to all rights and benefits of the authority, the Department of Health and Human
Federal Intellectual Property Bankruptcy Protection Services shall have access to persons and records as a
Act, Public Law 100-506, codified at 11 U.S.C. 365 result of all contracts or grants entered into by State
(n) and any amendments thereto. agencies or political subdivisions.
Compliance with Applicable Laws Record Retention: Records shall not be destroyed,
purged or disposed of without the express written
Compliance with Laws: The Contractor shall consent of the County.The Department of Health and
comply with all laws, ordinances, codes, rules, Human Services' basic records retention policy
regulations, and licensing requirements that are requires all records to be retained for a minimum of
applicable to the conduct of its business, including three years following completion or termination of the
those of federal, state, and local agencies having contract. If the contract is subject to Federal policy
jurisdiction and/or authority. and regulations, record retention will normally be
longer than three years since records must be retained
Equal Employment Opportunity: The Contractor for a period of three years following submission of the
shall comply with all federal and State laws relating to final Federal Financial Status Report,if applicable,or
equal employment opportunity. three years following the submission of a revised final
Federal Financial Status Report. Also, if any
Health Insurance Portability and Accountability litigation, claim, negotiation, audit, disallowance
Act (HIPAA): The Contractor agrees that, if the action,or other action involving this contract has been
County determines that some or all of the activities started before expiration of the three year retention
within the scope of this contract are subject to the period described above, the records must be retained
Health Insurance Portability and Accountability Act until completion of the action and resolution of all
of 1996, P.L. 104-91, as amended ("HIPAA"), or its issues which arise from it, or until the end of the
implementing regulations, it will comply with the regular three year period described above,whichever
HIPAA requirements and will execute such is later.
agreements and practices as the County may require
to ensure compliance. Warranties and Certifications
Confidentiality Date and Time Warranty: The Contractor warrants
that the product(s) and service(s) furnished pursuant
General Terms and Conditions—(06/04) Page 3 of 5
Contract
CHICLE
to this contract ("product" includes, without Severability: In the event that a court of competent
limitation, any piece of equipment, hardware, jurisdiction holds that a provision or requirement of
firmware, middleware, custom or commercial this contract violates any applicable law, each such
software, or internal components, subroutines, and provision or requirement shall continue to be enforced
interfaces therein) that perform any date and/or time to the extent it is not in violation of law or is not
data recognition function, calculation, or sequencing otherwise unenforceable and all other provisions and
will support a four digit year format and will provide requirements of this contract shall remain in full force
accurate date/time data and leap year calculations. and effect.
This warranty shall survive the termination or
expiration of this contract. Headings: The Section and Paragraph headings in
these General Terms and Conditions are not material
Certification Regarding Collection of Taxes: G.S. parts of the agreement and should not be used to
143-59.1 bars the Secretary of Administration from construe the meaning thereof.
entering into contracts with vendors that meet one of
the conditions of G.S. 105-164.8(b) and yet refuse to Time of the Essence: Time is of the essence in the
collect use taxes on sales of tangible personal performance of this contract.
property to purchasers in North Carolina. The
conditions include: (a) maintenance of a retail Key Personnel: The Contractor shall not replace any
establishment or office; (b) presence of of the key personnel assigned to -:he performance of
representatives in the State that solicit sales or this contract without the prior wril:ten approval of the
transact business on behalf of the vendor; and (c) County. The term"key personne."includes any and
systematic exploitation of the market by media- all persons identified as suer in the contract
assisted,media-facilitated,or media-solicited means. documents and any other per,>ons subsequently
The Contractor certifies that it and all of its affiliates identified as key personnel by the written agreement
(if any) collect all required taxes. of the parties.
Miscellaneous Care of Property: The Contractor agrees that it shall
be responsible for the proper custody and care of any
Choice of Law: The validity of this contract and any property furnished to it for use in connection with the
of its terms or provisions, as well as the rights and performance of this contract and will reimburse the
duties of the parties to this contract, are governed by County for loss of, or damage to, such property. At
the laws of North Carolina. The Contractor, by the termination of this contract, the Contractor shall
signing this contract, agrees and submits, solely for contact the County for instn�ctions as to the
matters concerning this Contract, to the exclusive disposition of such property and shall comply with
jurisdiction of the courts of North Carolina and these instructions.
agrees, solely for such purpose, that the exclusive
venue for any legal proceedings shall be Wake Travel Expenses: Reimbursement to the Contractor
County, North Carolina. The place of this contract for travel mileage, meals, lodging and other travel
and all transactions and agreements relating to it,and expenses incurred in the performance of this contract
their situs and forum, shall be Wake County, North shall not exceed the rates established in County
Carolina, where all matters, whether sounding in policy.
contract or tort, relating to the validity, construction,
interpretation, and enforcement shall be determined. Sales/Use Tax Refunds: If elig.ble, the Contractor
and all subcontractors shall: (a) ask the North
Amendment: This contract may not be amended Carolina Department of Revenue for a refund of all
orally or by performance. Any amendment must be sales and use taxes paid by them in the performance
made in written form and executed by duly authorized of this contract, pursuant to G.S. 105-164.14;and(b)
representatives of the County and the Contractor. exclude all refundable sales and use taxes from all
General Terms and Conditions—(06/04) Page 4 of 5
Contract
CHICLE
reportable expenditures before the expenses are Advertising: The Contractor shall not use the award
entered in their reimbursement reports. of this contract as a part of any news release or
commercial advertising.
General Terms and Conditions—(06/04) Page 5 of 5
Contract#_
CHICLE
ATTACHMENT B
SCOPE OF WORK
Orange County Department of Social Services
Federal Tax Id. or SSN
Contract#
A. CONTRACTOR INFORMATION
1. Contractor Agency Name: Chapel Hill Institute of Cultural and Language Edu(,ation
L.L.C.
2. If different from Contract Administrator Information in General Contract:
Address
Telephone Number: Fax Number: Email:
3. Name of Program (s): Interpreter Services
4. Status: ( )Public ( )Private,Not for Profit X)Private, For Profit
5. Contractor's Financial Reporting Year July 1, 2014 through June 30, 2015
B. Explanation of Services to be provided and to whom(include SIS Service Coce):
The Contractor will provide language interpretation services to the County. Contractor is
required to meet all goals and outcomes listed in Attachment N.
C. Rate per unit of Service(define the unit):
1. If Standard Fixed Rate, Maximum Allowable, (See Rates for Services Chart)
2.Negotiated County Rate.
$55.00/hour_Interpretation$0.18/word for Translation
D.Number of units to be provided:
E. Details of Billing process and Time Frames; The County will reimburse the Contractor
for services described in this contract up to the budgetary limits of the contract allotment.
The County will reimburse the Contractor at a rate of$55.00/hour for approved services
provided and travel at the county rate. For reimbursement, the Contractor must submit the
Orange County Department of Social Services Invoice for Payment of Interpreter
Services form to the Cog=staff at the time services are rendered. County staff will
verify the information, sign the form, and forward the form to the designated Coi!gty
Contract-Scope of Work(06/04) Page lof 2
Contract#_
C�H ICL E
Administrator. The County will reimburse the Contractor monthly upon receipt of a
complete and correctly filed report.
Per hour reimbursement will begin at the time the Contractor meets with County staff for
the appointment and ends when the County staff and Contractor contact is complet,-d.
There will be a minimum of I hour of service for an appointment. Mileage
reimbursement will be for round trip from the Contractor's home or work site to..th
prearranged=ointment site
F. Area to be served/Delivery site(s): Orange Count
(Signature of County Authorl0d Person) (Signature of Contractor)
7 .30 /1/ GtzqjJq
(Date Submitted) (Wte Submitted)
Contract-Scope of Work(06/04) Page 2of 2
Co itract#68-3006
CHICLE
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. Provide language interpretation services to the County.
B. Interpret the information being shared between clients and staff as clearly as possible,
without adding personal comments or bias on the topic(s)being discussed.
C. Give at least 24-hours notice if unable to participate in a scheduled client contact.
D. Have no contact with County clients when County staff are not present.
E. Maintain records that date and document the service delivered to the individual, a valid
authorization for service, program records, and documents and other evidence that
reflect program operations.
F. Furnish information to the County, as requested, to support provision of service(s)
pursuant to this Contract and the full cost of the service; and submit change 3, as needed
or required for review and approval by the County.
G. Maintain books, records, documents and other evidence and accounting procedures that
reflect all direct and indirect costs expended under this Contract. A current, complete
inventory of all equipment purchased under the terms of this Contract must be kept.
H. Retain all financial and program records for a period of three years from the date of final
payment under this agreement or until all audits continued beyond this period are
completed. Federal auditors and any persons authorized by the Division of Social
Services or the County shall have the right to examine any of these materials.
Signature Title
Agency/Organization Date
(Certification signature should be same as Contract signature.)
Outcomes (06/04) Page 1 of 1
ATTACHMENT C
CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS
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 subparagrap a(D)(2)
from an employee or otherwise receiving actual notice of such conviction;
F. Taking one of the following actions, within 30 days of receiving notice under
subparagraph (D)(2), with respect to any employee who is so convicted:
(1) Taking appropriate personnel action against such an employee, up to and including
termination; or
(2) Requiring such employee to participate satisfactorily in a drug abuse assistance or
rehabilitation program approved for such purposes by a Federal, State, or local health,
law enforcement, or other appropriate agency; and
Making a good faith effort to continue to maintain a drug-free workplace through implementation
of paragraphs (A), (B), (C), (D), (E), and(F).
Federal Certification-Drug-Free Workplace(06/04) Page L of 2
II. The site(s) for the performance of work done in connection with the specific agreement are
listed below:
1. 113 Mayo Street
(Street address)
Hillsborough, Orange,NC 27278
(City, county, state, zip code)
2. 2501 Homestead Road
(Street address)
Chapel Hill, Orange NC 27516
(City, county, state, zip code)
Contractor will inform the County of any additional sites for performance of work under this
agreement.
False certification or violation of the certification shall be grounds for suspension of payment,
suspension or termination of grants, or government-wide Federal suspension or debarment
(Section 4 CFR Part 85, Section 85.615 and 86.620).
,c2c�,r c-a,-,.1 7 �
- 1�cL ne✓,
Signature Title
Ct q (I o Ee --� �
Agenc /Organization Date
(Certification signature should be same as Contract signature.)
Federal Certification-Drag-Free Workplace(06/04) Page 2 A 2
ATTACHMENT D
CONFLICT OF INTEREST POLICY
Orange County Department of Social Services
Conflict of Interest Defined:
A conflict of interest is defined as an actual or perceived interest by a(Contractor/staff
member/Board member) in an action that results in, or has the appearance of resulting in,
personal, organizational, or professional gain. A conflict of interest occurs when an
employee/Contractor/Board member has a direct or fiduciary interest in another
relationship. A conflict of interest could include:
➢ Ownership with a member of the Board of Directors/Trustees or an employee
where one or the other has supervisory authority over the other or with a client
who receives services.
➢ Employment of or by a member of the Board of Directors/Trustees or an
employee where one or the other has supervisory authority over the other or
with a client who receives services.
➢ Contractual relationship with a member of the Board of Directors/Trustees or
an employee where one or the other has supervisory authority over the o--.her or
with a client who receives services.
➢ Creditor or debtor to a member of the Board of Directors/Trustees or an
employee where one or the other has supervisory authority over the other-or
with a client who receives services.
➢ Consultative or consumer relationship with a member of the Board of
Directors/Trustees or an employee where one or the other has supervisory
authority over the other or with a client who receives services.
The definition of conflict of interest includes any bias or the appearance of bias in a
decision-making process that would reflect a dual role played by a member of the
organization or group. An example, for instance, might involve a person who is an
employee and a Board member, or a person who is an employee and who hires
family members as consultants.
Employee/Contractor/Board Member Responsibilities:
It is in the interest of the organization, individual staff, and Board members to strengthen
trust and confidence in each other, to expedite resolution of problems, to mitigate the
effect and to minimize organizational and individual stress that can be caused by a
conflict of interest.
Employees are to avoid any conflict of interest, even the appearance of a conflict cf
interest. This organization serves the community as a whole rather than only serving a
special interest group. The appearance of a conflict of interest can cause embarras 3ment
to the organization and jeopardize the credibility of the organization. Any conflict of
interest, potential conflict of interest, or the appearance of a conflict of interest is to be
reported to your supervisor immediately. Employees are to maintain independence and
objectivity with clients, the community, and organization. Employees are called to
Conflict of Interest Policy(06/04) Page 1 of 2
maintain a sense of fairness, civility, ethics and personal integrity even though law,
regulation, or custom does not require them.
Acceptance of Gifts:
Employees,members of employee's immediate family, and members of the Board are
prohibited from accepting gifts, money or gratuities from the following:
a. Persons receiving benefits or services from the organization;
b. Any person or organization performing or seeking to perform services under
contract with the organization; and
c. Persons who are otherwise in a position to benefit from the actions of any
employee of the organization.
Employees may, with the prior written approval of their supervisor, receive honoraria for
lectures and other such activities while on personal days, compensatory time, annual
leave, or leave without pay. If the employee is acting in any official capacity,honoraria
received by an employee in connection with activities relating to employment witY.the
organization are to be paid to the organization.
NOTARIZED CONFLICT OF INTEREST POLICY
State of North Carolina
County of Orange
certify that I have read the forgoing
information,understand it, and that no conflict of interest exists in the execution of this
contract.
Signature
Sworn to and subscribed before me on the day of 2014.
4L- M y on Commissi
Expires:
(N ary Signature and Seal)
CRYSTAL BELLE COBLE
NOTARY PUBLIC
ORANGE COUNTY
NORTH CAROLINA
Conflict of Interest Policy(06/04) Page 2 of 2
Attachment E
Chapel Hill Institute of Cultural and Language Education, LLC (CHICLE)
101 E. Weaver Street, 3r1 Floor
Carrboro, NC 27510
To: Orange County Department of Social Services
Certification:
I certify that I do not have any overdue tax debts, as defined by N.C.G.S. 105-243.1, at
the federal, State, or local level. I further understand that any person who makes a false
statement in violation of N.C.G.S. 143-6.2(b2) is guilty of a criminal offense puni3hable
as provided by N.C.G.S. 143-34(b).
Sworn Statement:
1, being duly sworn, say that I am the President of Chapel Hill Institute of Cultural and
Language Education, L.L.C. in the State of North Carolina; and that the foregoing
certification is true, accurate and complete to the best of my knowledge and was made
and subscribed by me. I also acknowledge and understand that any misuse of State funds
will be reported to the appropriate authorities for further action.
Signature —
,,A n
Sworn to and subscribed before me on the o /� 2014.
My Commission Expires:
(N y Signature and Seal)
CRYSTAL BELLE COBLE
NOTARY PUBLIC
ORANGE COUNTY
NORTH CAROLINA