Loading...
HomeMy WebLinkAbout2014-392 DSS - Premier Home Health Care Services, Inc. to perform in-home health services $415,647 av J41 .3 ?a--, .ass Contract#68-2020 Premier Home Health Care Services,Inc. CONTRACT# 68-2020 Fiscal Year Be;glnsjulyl.2(114 Ends June 30.2015 NORTH CAROLINA GRANGE COUNTY IN-HOME AIDE PROVIDER SERVICES AGREEMENT THIS AGREEMENT, is made and entered into this _ day of , 2014 by and between Orange County,North Carolina for and on behalf of the Orange County Department of Social Services and the Orange County Department of Aging (the "County"); and Premier Home Health Care Services, Inc. (the "Contractor") whose federal tax identification number or Social Security Number is: WITNE�SSETH: For the purpose and subject to the terms and conditions hereinafter set forth,the County hereby contracts for the services of the Contractor,and the Contractor agrees to provide the services to the County in accordance with the terms of this Agreement. 1. Contract Documents: This Agreement consists of this document as well as each of the documents listed below as indicated(collectively referred to as the"Contract Documents"). If the word "Yes"appears beside the title of the contract document at the time both parties execute this Agreement, then that document is included as part of this Agreement. If the word"No"appears beside the title of the contract document at the time both parties execute this Agreement,then that document is not included as part of this Agreement. Each of the Contract Documents made part hereof an attached hereto and incorporated herein by reference to the same: TITLE OF CONTRACT DOCUMENT YES/No (1) The General Terms and Conditions(Attachment A) ES (2) The Scope of Work,services,and rate(Attachment B) YES (3) Federal Drug Free Workplace&Nondiscrimination Certification(Attachment C) YES (4) Conflict of interest Policy(Attachment D) Y�E (5) No Overdue Taxes Certification(Attachment E) YES (6) Certification Regarding Lobbying(Attachment G) YES (7) Certification Regarding Debarment(Attachment H) YES (8) Business Associate Addendum(Attachment 1) YES (9) Certification Regarding Transportation(Attachment J) YES Contract#K8-2020 Premier Home Health Care Services,Inc. (10) outcomes&Reporting(Attachment N) YES (11) Contract Determination Questionnaire YES 2. Precedence Among Contract Documents, In the event of a conflict between or among the terms of the Contract Documents and this Agreement,the terms of this Agreement shall control. In the event of a conflict between or among the terms of the Contract Documents,then the Contract Documents with the highest relative precedence shall prevail. The order of precedence shall be the order of documents as listed in Section 1,above,with Attachment A having precedence over Attachment B and so forth. If there are multiple Contract Amendments,the most recent amendment shall have the highest precedence and the oldest amendment shall have the lowest precedence. 3, Effec&e Ferlod: This Agreement shall be effective fivm July 1,2014 through June 30,2015. 4. Contractor's Dube: The Contractor shall provide the services to the County described in Attachment B in accordance with the approved rate as described in Attachment B,Scope of Work,and shall meet the requirements set forth in Attachment N,Outcomes and Reporting. 5. ,CCountv's Duties: The County shall pay the Contractor in the manner and in the amounts specified in the Contract Documents. (a) The total amount paid by the County to the Contractor under this Agreement for the provision of services to the Department of Social Services shall not exceed:$415,647. This amount consists of$415,647 in Federal,State and County fimds(CFDA# ),$0(source of other funds if applicable). (b) The total amount paid by the County to the Contractor under this Agreement for the provision of services to the Department on Aging shall not exceed:$75,000. This amount consists of $75,000 in Federal,State and County funds(CFDA# ),$0(source of other funds if applicable). (c) There are no matching requite cnts from the Contractor. ❑ (d) The Contractor's matching requirement is$ which shall consist of ❑1n-kind Cash ❑ Cash and In4dad ❑Cash and/or In-kind The contributions from the Contractor for matching requirements for the provision of services to the Department of Social Services shall be sourced from non-federal funds. b. Reporting Reauirements: Contractor shall comply with audit requirements as described in N.C.G.S.§ 143-6-22&23 and OMB Circular A-133. 7. Payment Provisions, Payment shall be made in accordance with the Contract Documents as described in the Scope of Work,Attachment B. S. Coviract Administrators: All notices permitted or required to be given by one Party to the other and all questions about the contract from one Party to the other shall be addressed and delivered to the other Party's Contract Administrator. The name,post office address,street address,telephone Cont rut#68-2020 Premier Home Health Care Services,Inc. number,fax number,and email address of the Parties'respective initial Contract Administrators are set out below. Either party may change the name,post office address,street address,telephone number,fax number,or email address of its Contract Administrator by giN ing timely written notice to the other Party. For Servtces Performed on Behalf of the Department of Social Services: IF DELIVERED BY US POSTAL SERVICE' IF DELIVERED BY ANY OTHER MEANS Renee Bynum,Adult Services Supervisor Renee Bynum,Adult Services Supervisor Orange County Department of Social Services Orange County Department of Social Services P.O.Box 8181 113 Mayo Street Hillsborough,NC 27278 Hillsborough,NC 27278 (919)245-2881 (919)644-3005 Fr Services Performed on Behalf of the Department on Aging: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Janice Tyler,Director Janice Tyler,Director Orange County Department on Aging Orange County Department on Aging 2551 Homestead Road 2551 Homestead Road Chapel Hill,NC 27516 Chapel Hilt,NC 27516 (919)%8-2071 't1x o e.nc. For the Contractor: IF.DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Gregory Turchan/Kathleen Craig Gregory Turchan Premier Home Health Care Services,Inc. Premier Home Health Care Services,Inc. 445 Hamilton Ave. 445 Hamilton Ave. I Floor I0`h Floor %lite Plains,NY 10601 White Plains,NY 10601 (914)428-7722 Phone (914)428-2404 Fax aturchm@phhc.com mierhomehealthcare.ca 9. NooAA s$ we t or Sub-Contract: Contractor shall not subcontract out any of the services provided for in this Agreement or make any assignment of this Agreement(including rights to payments) without the prior written Consent of the County as specified more fully in Attachment A,General Terms and Conditions. 10. Supplementation of Expeu 'tore of Public Funds: The Contractor assures that finds received pursuant to this contract shall be used only to supplement,not to supplant,the total amount of federal,state and local public funds that the Contractor otherwise expends for contract services and Contract#68-2020 Premier Home Health Can Services,Inc. related programs.Funds received under this contract shall be used to provide additional public funding for s-uch services;the funds shall not be used to reduce the Contractor's total expenditure of other public funds for such services. 11. Disbursements: As a condition of this contract,the Contractor acknowledges and agrees to make disbursements in accordance with the following requirements: (a) Implement adequate internal,controls over disbursements; (b) Pre-audit all vouchers presented for payment to determine: • Validity and accuracy of payment • Payment due date • Adequacy of documentation supporting payment • Legality of disbursement (c) Assure adequate control of signature stamps/plates; (d) Assure adequate control of negotiable instruments;and (e) Implement procedures to insure that account balance is solvent and reconcile the account monthly. 11 Outsourcing to Other Countries;tries; The Contractor certifies that it has identified to the County all jobs related to the contract that have been outsourced to other countries,if any.The Contractor further agrees that it will not outsource any such jobs during the term of this contract without providing notice to the County. 13. Federal Certifications: Individuals and Organizations receiving federal funds must ensure compliance with certain certifications required by federal laws and regulations. The contractor is hereby complying with Certifications regarding Nondiscrimination,Drug-Free Workplace Requirements, Environmental Tobacco Smoke,Debarment,Suspension,Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions,and Lobbying. These assurances and certifications are to be signed by the contractor's authorized representative. 14. itelation•hia of the Parties: Contractor is an independent contractor of the County. Contractor represents that it has or will secure, at its own expense, all personnel required in performing the services under this Agreement. Such personnel shall not be employees of or have any contractual relationship with the County. All personnel engaged in work under this Agreement shall be fully qualified and shall be authorized or permitted under state and local law to perform such services. It is further agreed by Contractor that it shall obey all State and Federal statutes, rules and regulations which are applicable to provisions of the services called for herein. Neither Contractor nor any employee of the Contractor shall be deetned an officer,employee our agent of the County. I$. Termination: This Agreement may be terminated as specified in Attachment A, General Terms And Conditions. 16. Insurance Reguire_ ments: Contractor shall obtain, at its sole expense, all insurance as required in Attachment A,General Terms And Conditions. 17. Indemnification: Contractor agrees to defend,indemnify,and hold harmless the County, for all loss, liability, claims or expense (including reasonable attorney's fees) arising from bodily injury, in.luding death or property damage, to any person or persons caused in whole or in part by Contractor in accordance with Attachment A, General Terms And Conditions. It is the intent of this Section that Contractor indemnify County to the full extent permitted by law. Contract#68-2020 Premier Home Health Care Services,Inc. 18, Entire Agreement: The parties have read this Agreement, including the Contract Documents, and agree to be bound by all of its terms,and further agree that it constitutes the complete and exclusive statement of the Agreement between the des. 19. WerQretation. When the context in which words are used in this Agreement indicates that such is the intent,words shall in the singular number shall include the plural and vice versa. The masculine gender shall include the feminine and neuter. IN WITNESS WHEREOF,the County and the Contractor have been first duly authorized,have executed and entered into this Agreement as of the day and year first above written. Contract#68-2020 Premier Home Health Care Services,Inc. PREMIEJtIVDME HEALTH CARE SERVICES,INC. By; Signature Date rec'OrL4 Z q r Printed Title ORANGE COUNJY,NORTH CAROLINA By; Bonnie Haxnmersley, County Manager Date NAME OF SUPERVISING DEPARTMENTS Nancy Costc0n,SqKal Services Department Director Signature Date Janice er,Department Aging Director Signature Date This instrument has been pre-,audited in the manner required by the Local Government Budget and Fiscal ConlruJ Act. / A, Y Clarence G.Grier,Asst.County Manager/CFO Date This 7ftT7 ed as to form and legal sufficiency. Annette .M ouaty ttorney's Office Date CERTIFICATE OF LIABILITY INSURANCE F711412'014 DATE IYYYV) ACORQ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements. CONT CT PRODUCER NAME: Margie Lagazon Miller&Miller Insurance Agency Inc PHONE 4_ _ n/c Nc: 4- - 720 Commerce Street -MAIL Thornwood NY 10594 ADDREss: i - INSURER S AFFORDING COVERAGE NAIC# INSURER Aftiladelphia Indemnity Ins 18058 INSURED PREM I-4 INSURER B:Nat onal Continental Ins 10243 Premier Home Health Care Services Inc INSURER C:Homeland Ins Co of Delaware 445 Hamilton Avenue, 10th FI INSURER D:Ironshore Specialty White Plains NY 10601 INSURER E:Travelers In I demnity m n INSURER F COVERAGES CERTIFICATE NUMBER:1336795647 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR rypE OF INSURANCE A POLICY EFF POLICY EXP LTR INSR WVD POLICY NUMBER MM/DD/VYYY MM/DD/YYYY LIMITS A GENERAL LIABILITY PHPK1128001 2/2014 /2/2015 EACH OCCURRENCE $1,000,000_ DAMAGE RENTED X COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence $100,000 CLAIMS-MADE 1XI OCCUR MED EXP(Any one person) $5,000 X Prof-Claims Made PERSONAL&ADV INJURY $1,000,000 X Sexual Abuse GENERAL AGGREGATE $3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $3,000,000 POLICY PRO- LOC $COMBINED SINGLE LIMI I B AUTOMOBILE LIABILITY CNY00070829934 /2/2014 /2/2015 Ea accident 1,000,000 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ X- AUTOS X NON-OWNED PP P.E.RTY DAMAGE $ HIREDAUTOS AUTOS A X UMBRELLA LIAR X OCCUR PHUB448267 /2/2014 /2/2015 EACH OCCURRENCE $20,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $20,000,000 _ DED X RETENTION$10,000 $ E WORKERS COMPENSATION C20UB1006A37214 /30/2014 /30/2015 we srIMIT ER TORY AND EMPLOYERS'LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE❑ NIA E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYE0$1,000,000 If es,describeunder DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D Excess Liability 001913800 2/2014 2/2015 Limit $5,000,000 C Employee Theft ML0325414 8/2014 /8/2015 Limit $50,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space Is required) *Policies shown are subject to terms,conditions,exclusions,sublimits and deductibles not listed on this certificate. We recommend that requests for policy copies be directed to the Named Insured shown above.* CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Orange County Department on Aging ACCORDANCE WITH THE POLICY PROVISIONS. 2551 Homestead Road 33// Chapel Hill NC 27516 AUTHORIZED RE .MESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD Contract#68-2020 Premier Home Health Care Services,Inc. ATTACHMENT A GENERAL TERMS AND CONDITIONS Orange County Department of Social Services Relationships of the Parties and Contractor that any such person or entity, other than the County or the Contractor,receiving services or benefits Independent Contractor: The Contractor is and shall be under this contract shall be deemed an incidental deemed tc be an independent contractor in the performance beneficiary only. of this contract and as such shall be wholly responsible for the work.o be performed and for the supervision of its Indemnity and Insurance employees.The Contractor represents that it has,or shall secure at its own expense, all personnel required in Indemnification: The Contractor agrees to indemnify and performing the services under"this agreement. Such hold harmless the County and any of their officers,agents employees shall not be employees of, or have any and employees,from any claims ofthird parties arising out individual contractual relationship with the County. or any act or omission of the Contractor in connection with the performance of this contract. Subcontracting: The Contractor shall not subcontract any of the work contemplated under this contract without prior Insurance: During the term of the contract,the Contractor written approval from the County. Arry approved at its sole cost and expense shall provide commercial subcontract shall be subject to all conditions of this insurance of such type and with such terms and limits as contract.Only the subcontractors specified in the contract may be reasonably associated with the contract. As a documents are to be considered approved upon award of minimum,the Contractor shall provide and maintain the the contract. The County shalll not be obligated to pay for following coverage and limits: any work performed by any unapproved subcontractor. (a) Worker's Compensation -The contractor shall The Contractor shall be responsible for the performance of provide and maintain Worker's Compensation all of its subcontractors. insurance as required by the laws of North Carolina,as well as employer's liability coverage Assignment: No assignment of the Contractor's with minimum limits of$500,000.00,covering all obligations or the Contractor's right to receive payment of Contractor's employees who are engaged in any hereunder shall be permitted However, upon written work under the contract. If any work is sublet,the request approved by the issuing purchasing authority,the Contractor shall require the subcontractor to County may: provide the same coverage for any of his (a) Forward the Contractor's payment check(s) employees engaged in any work under the directly to any person or entity designated by the contract. Contractor,or (b) Commercial General Liability - General (b) Include any person or entity designated by Liability Coverage on a Comprehensive Broad Contractor as a joint payee on the Contractor's Form on an occurrence basis in the minimum payment check(s). amount of$1,000,000.00 Combined Single Limit In no event shalt such approval and action obligate the (Defense cost shall be in excess of the limit of County to anyone other than the Contractor and the liability.) Contractor shall remain responsible for fulfillment of all (c)Automobile Liability Insurance: The Contractor contract obligations. shall provide automobile liability insurance with a combined single limit of$500,000.00 for bodily Beneficiaries: Except as herein specifically provided injury and property damage; a limit of otherwise,this contract shall inure to the Benefit of and be $500,000.00 for uninsured/under insured motorist binding upon the parties hereto and their respective coverage; and a limit of$25,000.00 for medical successors. It is expressly understood and agreed that the payment coverage. The Contractor shall provide enforcement of the terms and conditions of this contract, this insurance for all automobiles that are: and all rights of action relating to such enforcement,shall (a) owned by the Contractor and used in the be strictly reserved to the County and the named performance of this contract; Contractor.Nothing contained in this document shall give (b) hired by the Contractor and used in the or allow any claim or right of action whatsoever by any performance of this contract;and other third person.It is the express intention ofthe County General Terms and Conditions—(07/14) Pagel of S Contract#68-2020 Premier Home Health Care Services,Inc. (c) Owned by Contractor's employees and The contractor will maintain Insurance requirements if used in performance ofthis contract("non- required as noted under Article 7 Rule R2-36 of the North owned vehicle insurance"). Non-owned Carolina Utilities Commission. vehicle insurance protects employers when employees use their personal vehicles for Default and Termination work purposes, Non-owned vehicle insurance supplements, but does not Termination Without Cause: The County may terminate replace,the car-owner's liability insurance. this contract without cause by giving 30 days written notice to the Contractor. The Contractor is not required to provide and maintain automobile liability insurance on any vehicle—owned, Termination for Cause: If, through any cause, the hired,or non-owned--unless the vehicle is used in the Contractor shall fail to fulfill its obligations under this performance of this contract. contract in a timely and proper manner,the County shall (d) The insurance coverage minimums specified in have the right to terminate this contract by giving written subparagraph(a)are exclusive of defense costs. notice to the Contractor and specifying the effective date (e) The Contractor understands and agrees that the thereof. In that event,all finished or unfinished deliverable insurance coverage minimums specified in items prepared by the Contractor under this contract shall, subparagraph (a) are not limits, or caps, on the at the option of the County,become its property and the Contractor's liability or obligations under this contract. Contractor shall be entitled to receive just and equitable (f) The Contractor may obtain a waiver of any one or more compensation for any satisfactory work completed on such of the requirements in subparagraph (a) by materials,minus any payment or compensation previously demonstrating that it has insurance that provides made. Notwithstanding the foregoing provision, the protection that is equal to or greater than the coverage Contractor shall not be relieved of liability to the County and limits specified in subparagraph(a). The County for damages sustained by the County by virtue of the shall be the sole judge of whether such a waiver Contractor's breach of this agreement,and the County may should be granted. withhold any payment due the Contractor for the purpose (g) The Contractor may obtain a waiver of any one or more of setoff until such time as the exact amount of damages of the requirements in paragraph(a)by demonstrating due the County from such breach can be determined, In that it is self-insured and that its self-insurance case of default by the Contractor, without limiting any provides protection that is equal to or greater than the other remedies for breach available to it,the County may coverage and limits specified in subparagraph(a). The procure the contract services from other sources and hold County shall be the sole judge of whether such a the Contractor responsible for any excess cost occasioned waiver should be granted. thereby. The filing of a petition for bankruptcy by the (h) Providing and maintaining the types and amounts of Contractor shall be an act of default under this contract. insurance or self-insurance specified in this paragraph is a material obligation of the Contractor and is of the Waiver of Default:Waiver by the County of any default essence of this contract. or breach in compliance with the terms of this contract by (i) The Contractor shall only obtain insurance from the Provider shall not be deemed a waiver of any companies that are authorized to provide such subsequent default or breach and shall not be construed to coverage and that are authorized by the Commissioner be modification of the terms of this contract unless stated of Insurance to do business in the State of North to be such in writing, signed by an authorized Carolina.All such insurance shall meet all laws of the representative of the County and the Contractor and State of North Carolina. attached to the contract. 6) The Contractor shall comply at all times with all lawful terms and conditions of its insurance policies and all Availability of Funds: The parties to this contract agree lawful requirements of its insurer. and understand that the payment of the sums specified in (k) The Contractor shall require its subcontractors to this contract is dependent and contingent upon and subject comply with the requirements of this paragraph. to the appropriation,allocation,and availability of funds (1) The Contractor shall demonstrate its compliance with for this purpose to the County. the requirements of this paragraph by submitting certificates of insurance to the County before the Force Majeure: Neither party shall be deemed to be in Contractor begins work under this contract default of its obligations hereunder if and so long as it is prevented from performing such obligations by any act of Transportation of Clients by Contractor: war,hostile foreign action,nuclear explosion,riot,strikes, General Terms and Conditions—(07/14) Page 2 of 5 Contract#68-2420 Premier Home]Kealth Care Sen-ices,Inc. civil insurrection,earthquake,hurricane,tornado,or other catastrophic natural event or act of God. Health Insurance Portability and Accountability Act (H1PAA):The Contractor agrees that,if the County Survival of Promises: All promises,requirements,terns, determines that some or all of the activities within the conditions, provisions, representations, guarantees, and scope of this contract are subject to the Health Insurance warranties contained herein shall survive the contract Portability and Accountability Act of 1996,P.L. 144-91, expiration:or termination date unless specifically provided as amended C HIPAA"),or its implementing regulations, otherwise herein, or unless superseded by applicable it will comply with the HIPAA requirements and will Federal or State statutes of limitation. execute such agreements and practices as the County may require to ensure compliance. Intellectual Property Rights Trafficlang Victims Protection Act of 2000 Copyrights and Ownership of Deliverables: All The Contractor will comply with the requirements of deliverable items produced pursuant to this contract are the Section 106(8)of the Trafficking Victims Protection Act exclusive property ofthe County. The Contractor shall not of 2000,as amended(22'U.S.C.7104) assert a claim of copyright or other property interest in such deliverables. Confidentiality Federal Intellectual Property Bankruptcy Protection Confidentiality: . Any information, data, instruments, Act:The Parties agree that the County shall be entitled to documents, studies or reports given to or prepared or all rights and benefits of the Federal Intellectual Property assembled by the Contractor under this agreement shall be Bankruptcy Protection Act,Public Law 100-506,codified kept as confidential and not divulged or trade available to at 11 U.S.C.365(n)and any amendments thereto. any individual or organization without the prior written approN al of the County.The Contractor acknowledges that Compliance with Applicable Laws in receiving,storing,processing or otherwise dealing with any confidential information it will safeguard and not Compliance with Laws: The Contractor shall comply further disclose the information except as otherwise with all laws, ordinances, codes, rules, regulations, and provided in this contract. licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local Oversight agencies having jurisdiction and/or authority.Pursuant to the terms of North Carolina General Statute 153A-449(b) Access to Persona and Records:The State Auditor shall no County my enter into a contract with a contractor have access to persons and records as a result of all unless the contractor and the contractor's subcontractors contracts or grants entered into by State agencies or comply with the requirements ofArticle 2 ofChapter 64 of political subdivisions in accordance with General Statute the North Carolina General Statutes. Where applicable, 147-64.7. Additionally,as the State funding authority,the failure to maintain compliance with the requirements of Department of Health and Human Services shall have Article 2 of Chapter 64 of the General Statutes constitutes access to persons and records as a result of all contracts or Provider's breach of this Agreement. By executing this grants entered into by State agencies or political Agreement Provider affirms Provider is in compliance with subdivisions. Article 2 of Chapter 64 of the North Carolina General Statutes. Record Retention: Records shall not be destroyed, purged or disposed of without the express written consent Title VI,Civil Rights Compliance: In accordance with of the County. The North Carolina State basic records Federal law and U.S.Department of Agriculture(USDA) retention policy requires all grant records to be retained for and U.S. Department of Health and Human Services a minimum of five years or until all audit exceptions have (HHS) policy, this institution is prohibited from been resolved, whichever is longer. If the contract is discriminating on the basis of race,color,national origin, subject to federal policy and regulations,record retention sex, age or disability. Under the Food Stamp Act and may be longer than five years since records must be USDA policy, discrimination is prohibited also on the retained for a period of three years following submission of basis of religion or political beliefs. the final Federal Financial Status Report,if applicable,or three years following the submission of a revised feral Equal Employment Opportunity: The Contractor shall Federal Financial Status Report. Also, if any litigation, comply with all federal and State laws relating to equal claim, negotiation, audit, disallowance action, or other employment opportunity, action involving this Contract has been startcd before General Terms and Conditions—(07/14) Page 3 of 5 Contract#6&2020 Premier Home Health Care Services,Inc. expiration of the five-year retention period described Severability: In the event that a court of competent above,the records must be retained until completion ofthe Jurisdiction holds that a provision or requirement of this action and resolution of all issues which arise from it,or contract violates any applicable law,each such provision until the end of the regular five-year period described or requitement shall continue to be enforced to the extent it above,whichever is later. is not in violation of law or is not otherwise unenforceable and all other provisions and requirements of this contract Warranties and Certifications shall remain in full force and effect. Date and Time Warranty: The Contractor warrants that Headings: The Section and Paragraph headings in these the produot(s) and service(g) furnished pursuant to this General Terms and Conditions are not material parts ofthe contract("product"includes,without limitation,any piece agreement and should not be used to construe the meaning of equipment,hardware,firmvawe,middleware,custom or thereof commercial software,or internal components,subroutines, and interfaces therein)that perform any date and/or time Time of the Essence: Time is of the essence in the data recognition function,calculation,or sequencing will performance of this contract. support a four digit year format and will provide accurate datetime data and leap year calculations. This warranty Executive Order#24:It is unlawful for any vendor, shall survive the termination or expiration of this contract. contractor,subcontractor or supplier of the state to make gifts or to give favors to any state employee. For Certification Regarding Collection of Taxes: G.S.143- additional information regarding the specific 59.1 bars The Secretary of Administration from entering requirements and exemptions,contractors are into contrEzts with vendors that meet one ofthe conditions encouraged to review Executive Order 24 and G.S.Sec. of G.S.105-164.8(b)and yet refuse to collect use taxes on 133-32. sales of tangible personal property to purchasers in North Carolina. The conditions include: (a) maintenance of a Key Personnel: The Contractor shall not replace any of retail establishment or office; (b) presence of the key personnel assigned to the performance of this representatives in the State that solicit sales or transact contract without the prior written approval of the County. business on behalf of the vendor; and (c) systematic The term "key personnel" includes any and all persons exploitation of the market by media-assisted, media- identified as such in the contract documents and any other facilitated, or media-solicited means. The Contractor persons subsequently identified as key personnel by the certifies that it and all of its affiliates(if any)collect all written agreement of the parties. required taxes. Care of Property: The Contractor agrees that it shall be Miscellaneous responsible for the proper custody and care of any property furnished to it for use in connection with the performance Choice of Law: The validity of this contract and any of its of this contract and will reimburse the County for loss of, terms or provisions,as well as the rights and duties ofthe or damage to, such property. At the termination of this parties to this contract,are governed by the laws of North contract, the Contractor shall contact the County for Carolina.The Contractor,by signing this contract,agrees instructions as to the disposition of such property and shall and submits,solely for matters concerning this Contract;to comply with these instructions. the exclusive jurisdiction of the courts of North Carolina and agrees, solely for such purpose, that the exclusive Travel Expenses: Reimbursement, if provided in this venue for any legal proceedings shall be Orange County, Agreement, to the Contractor for travel mileage, meals, North Carolina. The place of this contract and all lodging and other travel expenses incurred in the transactions and agreements relating to it,and their situs performance of this contract shall not exceed the rates and forum,shall be Orange County,North Carolina,where established in County policy. all matters,whether sounding in contract or tort,relating to the validity,construction,interpretation,and enforcement Sales/Use Tax Refunds: if eligible,the Contractor and all shall be determined. subcontractors shall: (a) ask the North Carolina Department of Revenue for a refund of all sales and use Amendment: This contract may not be amended orally or taxes paid by them in the.performance of this contract, by performance. Any amendment must be made in written pursuant to G.S. 105-164.14; and (b) exclude all form and executed by duly authorized representatives of refundable sales and use taxes from all reportable the County and the Contractor. expenditures before the expenses are entered in their reimbursement reports. General Terms and Conditions—(07/14) Page 4 of 5 Contract#6$-2024 Premier Home Health Cate Services,Inc. Orange County recommends that the Contractor and all Advertising: The Contractor shall not use the award of subcontractors provide a living wage, as defined in this this contract as a part of any news release or commercial section,to their employees. advertising. Electronic Signatures:This Agreement together with Orange County Living Wage: Orange County is any amendments or modifications may be executed con ntitted to providing its employees with a living wage electronically. All electronic signatures affixed hereto and encourages agencies to which it provides funding to evidence the intent of the Parties to comply with Article pursue the same goal. The County's living wage hourly l l A and Article 40 of North Carolina General Statute standard, as adopted by the Orange County Board of Chapter 66. County Commissioners annually, can be found in the Orange County Budget Ordinance. To the extent possible, General Tanis and Conditions—(07/14) Page 5 of 5 Contract#68-2020 Premier Home Health Care Services,Inc. ATTACHMENT B SCOPE OF WORK Orange County Department of Social Services and Orange County Department on Aging Federal Tax Id.or Contract# 68-2029 A. CONTRACTOR.INFORMATION I. Contractor Agency Name: Premier Home Health Care Services Inc 2. If df&rent from Contract.Administrator Information in General Contract: Address Sheena Dicke[ 562 Huffman Mill Rd Burlington NC 21217 Telephone Number:33086-1721. Fax Number:336-586-1724 Email is ey@qjgmier(lorneh.althcare.com 3. Name of Program(s): In-H e 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 prodded and to whom(include SIS Service Code):_ Contractor will py[ide cuwloyees to perform in home services for the Department of Social Services'clients and the Department on mg's clients at the level amount and frequ cv specified by the social worker in the In I-Iom-c Aidc Sc r-ices Plan (SIS Code 0421 The Contractor will groyide Level II Home Manasement and Level III Personal Care The Contractor is Muired to meet all gals and outcomes listed in Attachment N. C. Rate per unit of Service(define the unit): 1.If Standard Fixed Rate,Maximum Allowable,(See Rates for Services Chart) $14.40/ our 2.Negotiated County Rate. D.Number of units to be provided: E.Details of Billing process and Time Frames;The untl+will reimburse the Contractor for services described in this contract into the bud&gj4 Iimits of the contract allotment The County will reimburse the Contractor at a rate of S 14 40/hour for annroved services nmvided,. For Nimburseme0t the Contractor must submit an original and two comes of an invoice by the fifth of the month for the nrecedin month's p2Rp ditures to the designated C-ou ty Administrator, All invoices for the provision of servvim to the De�ar=t of Social Services shall be submitted to the Administrator for said f Rartment. All invoices for the provision of services to the Denartment on Aging shall be submitted to the Administrator for i pg pt The County Contract-Scope of Work(07/03) Page l of 2 Contract#68-2020 Premier Home Health Care Services,Inc. will reimburse the Contractor monthly upon receipt of a complete and carrectly filed tort F.Area to be served/Delivery site(s): Ow3q County — ( gnature at Contractor) Nancy Coston,&del Service Director 211 4 61-as-14 (Date Sub ltked) {Date Submitted) J c vier,Dept.on Agfag Director (Date Submitted) Contract-Scope of Wort:(07/08) Pagc 2of 2 Contract#68-2020 Premier Home Health Care Services,Inc. ATTACHMENT C CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS AND CERTIFICATION REGARDING NONDISCRIMINATION Orange County Department of Social Services and Department on Aging 1. By execution of this Agreement the Contractor certifies that it will provide a drag-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 drag statute conviction for a violation occurring in the workplace no later than fine days after such conviction; E. Notifying the County within ten days after receiving notice under subparagraph(13)(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 maiwain a drug-free workplace through implementation of paragraphs(A),(B),(C),(D),(E),and(F). Federal Certification-Drug-Free Workplace(07/10) Page 1 of 2 Contract#68-2020 Premier Home Health Care Services,Inc. 11. The site(s)for the performance of work done in connection with the specific agreement are listed below: Atfioman tree,address} Ij r -To e7 . ii to, 7,;�17 (City,coif)Iy,state,zip code) 2. (Street address) (City,county, state,zip code) Contractor will inform the County of any additional sites for performance of work under this agreement. False certification or violation of the certification shall be grounds for suspension of payment,suspension or termination of grants,or government-wide Federal suspension or debarment(45 C.F.R. Section 82.510. Section 4 CFR Part 85,Section 85.615 and 86.620). CERTIFICATION REGARDING NONDISCRIMINATION The Vendor certifies that it will comply with all Federal statutes relating to nondiscrimination.These irxlude but are not limited to:(a)Title VI of the Civil Rights Act of 1964(P.L.88-352)which prohibits discrimination on the basis of race,color or national origin;(b)Title IX of the Education Amendments of 1972,as amended(20 U.S.C. §§1681-1683,and 1685-1686),which prohibits discrimination on the basis of sex;(c)Section 504 of the Rehabilitation Act of 1973,as amended(29 U.S.C. §794),which prohibits discrimination on the basis of handicaps;(d)the Age Discrimination Act of 1975,as amended(42 U.S.C. §§6101-6107),which prohibits discrimination on the basis of age;(e)the Drug Abuse Office and Treatment Act of 1972(P.L.92-255),as amended,relating to nondiscrimination on the basis of drug abuse; (f)the Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of 1970(P.L. 91-616),as amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism;(g)Title VIII of the Civil Rights Act of 1968(42 U.S.C.§§3601 et seq.),as amended, relating to nondiscrimination in the sale,rental or financing of housing;(h)the Food Stamp Act and USDA policy,which prohibit discrimination on the basis of religion and political beliefs; and(i)the requirements of any other nondiscrimination statutes which may apply to this Agreement. CA Slinature Title amlor t�I)w W'�G rv-- 14 1 Agency/Org anization Date _Ce(V)ee�,— q� (Certification signature should be same as Contract signature.) Federal Certification-Drug-Free Workplace(07.10) Page 2 of 2 Contract#68-2020 Premier Home Health Care Services,Inc. ATTACHMENT D CONFLICT OF INTEREST POLICY Orange County Department of Social Services and Orange County Department on Aging The Board of Directors/Trustees or other governing persons,officers, employees or agents are to avoid any conflict of interest, even the appearance of a conflict of interest. The Organization's Board of Director/Trustees or other governing body, officers, staff and agents are obligated to always act in the best interest of the organization.This obligation requires that any Board member or other governing person,officer,employee or agent,in the performance of Organization duties, seek only.the furtherance of the Organization mission. At all times, Board members or other governing persons, officers, employees or agents, are prohibited from using their job title, the Organization's name or property,for private profit or benefit. A. The Board members or other governing persons, officers, employees, or agents of the Organization should neither solicit nor accept gratuities, favors, or anything of monetary value from current or potential contractorsivendors,persons receiving benefits from the Organization or persons who may benefit from the actions of any Board member or other governing person, officer,employee or agent. This is not intended to preclude bona-fide Organization fund raising- activities. B.A Board or other governing body member may,with the approval of Board or other governing body, receive honoraria for lectures and other such activities while not acting in any official capacity for the Organization. Officers may, with the approval of the Board or other governing body, receive honoraria for lectures and other such activities while on personal days, compensatory time, annual leave, or leave without pay. Employees may, with the prior written approval of their supervisor, receive honoraria for lectures and other such activities while on personal days, compensatory time, annual leave, or leave without pay. If a Board or other governing body member, officer, employee or agent is acting in any official capacity,honoraria received in connection with activities relating to the Organization are to be paid to the Organization. C. No Board member or other governing person, officer, employee,or agent of the Organization shall participate in the selection, award,or administration of a purchase or contract with a vendor where,to his knowledge,any of the following has a financial interest in that purchase or contract: 1. The Board member or other governing person,officer,employee,or agent; 2. Any member of their family by whole or half blood, step or personal relationship or relative-in-law; 3. An organization in which any of the above is an officer,director,or employee; 4. A person or organization with whom any of the above individuals is negotiating or has any arrangement concerning prospective employment or contracts. D. Duty to Disclosure—Any conflict of interest,potential conflict of interest,or the appearance of a conflict of interest is to be reported to the Board or other governing body or one's supervisor immediately. E. Board Action—When a conflict of interest is relevant to a matter requiring action by the Board of Directors/Trustees or other governing body,the Board member or other governing person,officer,employee,or agent(person(s))must disclose the existence of the conflict of interest and be given the opportunity to disclose all material facts to the Board and members of Conflict of Interest Policy(06/04) Page I of 3 Contract#68-2020 Premier Home Health Care Services,Inc. committees with governing board delegated powers considering the possible conflict of interest. After disclosure of all material facts,and after any discussion with the person,he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.In addition,the person(s)shall not participate in the final deliberation or decision regarding the matter under consideration and shall leave the meeting during the discussion of and vote of the Board of Directors/Trustees or other governing body. F. Violations of the Conflicts of Interest Policy—If the Board of Directorw7rustees or other governing body has reasonable cause to believe a member, officer, employee or agent has failed to disclose actual or possible conflicts of interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose. If, after hearing the person's response and after making further investigation as warranted by the circumstances,the Board of Directors/Trustees or other governing body determines the member, officer,employee or agent has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. G. Record of Conflict — The minutes of the governing board and all committees with board delegated powers shall contain: 1. The names of the persons who disclosed or otherwise were found to have an actual or possible conflict of interest, the nature of the conflict of interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed. 2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement that presents a possible conflict of interest,the content of the discussion, including any alternatives to the transaction or arrangement, and a record of any votes taken in connection with the proceedings. Approved by: ?e,rn rer ame ? dare nre Aftanization i of Organization Official 7 " 1 tore D to Conflict of Interess Policy(06104) Page 2 of 3 Contract#68-2020 Premier Home Health Care Services,lac. NOTARIZED CONFLICT OF INTEREST POLICY State of North Carolina County of Orange I, Notary Public for said County and State, certify that personally appeared before me this day and acknowlff ged that he/she is C L' of �t f w i�{ �om�Tp&)(A Caye Ser✓e��--Ah 4nd by that uthority duly given and as the act of the corporation,affirmed that the foregoing Conflict of Interest Policy was adopted by the Board of Directors in a meeting held on the % day of Sworn to and subscribed before me this y day of 70 (O ctal Seal) Notary Public = 1$ My Commission expires it Q .20 LR�l Conflict of laterest Policy(06/04) Page 3 of 3 Contract#68-2420 Premier Home Health Care Services,Inc. ATTACHMENT E OVERDUE TAXES Change County Department of Social Services and Orange County Department on Aging Instructions: Grantee/Provider should complete this certification for all funds received.Entity should enter appropriate data in the yellow highlighted areas. The completed and signed form must be provided to the County Department of Social Services. Entity's Letterhead [Date of Certification(mmddyyyy)] To: Orange County Department of Social Services Certification: We certify that the firs-wt of gunimlion.r n,,mel does not have any overdue tax debts,as defined by N.C.G.S. 105-243.1�,at the federal,State,or local level. We further understand that any person who makes a false statement in violation of N.C.G.S. 143C-6-23(c)is guilty of a criminal offense punishable as provided by N.C.G.S. 143C-10-1(b). Sworn Statement: [Name ofBoaid Chan]and[Name of Second.Authorring Official]being duly sworn„say that we are the Board Chair and[Title of the Second 4uthonriag Official],respectively,of[insect name of organization]of[City)in the State of[Name:of State];and that the foregoing certification is true,accurate and complete to the best of our knowledge and was made and subscribed by us. We also acknowledge and understand that any misuse of State funds will be reported to the appropriate authorities for further action. Board Chair ['I itte of Second,Authorizing Official] Sworn to and subscribed before me on the day of the date of said certification. My Commission Expires: (Notary Signature and Scal) G.S. 105-243.1 defines:Overdue tax debt.—Any part of a tax debt that remains unpaid 90 days or more after the notice of final assessment was mailed to the taxpayer.The term does not include a tax debt,however,if the taxpayer entered into an installment agreement thr the tax debt under G.S. 105-237 within 90 days after the notice of final assessment was trailed and has not failed to make any payments due under the installment agreement." Overdue Tetxcs—(OVOS) Page 1 of 1 Contract#68-2020 Premier Home Health Care Services,Inc. ATTACHMENT G CERTIFICATION REGARDING LOBBYING Orange County Department of Social Services and Department on Aging Certification for Con is Grants Loans and QMerative Agreements The undersigned certifies,to the best of his or her knowledge and belief,that: (1) No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of any Federal,state or local government agency,a Member of Congress,a Member of the General Assembly,an officer or employee of Congress,an officer or employee of the General Assembly,an employee of a Member of Congress,or an employee of a Member of the General Assembly in connection with the awarding of any Federal or state contract,the making of any Federal or state grant,the making of any Federal or state loan,the entering into of any cooperative agreement,and the extension,continuation, renewal,amendment,or modification of any Federal or state contract,grant,loan,or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal,state or local government agency,a Member of Congress,a Member of the General Assembly,an officer or employee of Congress,an officer or employee of the General Assembly,an employee of a Member of Congress,or an employee of a Member of the General Assembly in connection with the awarding of any Federal or state contract,the making of any Federal or state grant,the malong of any Federal or state loan,the entering into of any cooperative agreement,and the extension,continuation, renewal,amendment,or modification of any Federal or state contract,grant,loan,or cooperative agreement,the undersigned shall complete and submit Standard Form LLL,"Disclosure Form to Report Lobbying,"in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers(including subcontracts,subgrants,and contracts under grants,loans,and cooperative agreements)and that all subrecipients shall certify and disclose accordingly. (4) This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352,Title 31,U.S.Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than 510,000 and not more than$100,000 for each such failure. Notwithstanding other provisions of federal OMB Circulars A-122 and A-$7,costs associated with the following activities are unallowable: Paragraph A. (1) Attempts to influence the outcomes of any Federal,State,or local election,referendum,initiative,or similar procedure,through in kind or cash contributions,endorsements,publicity,or similar activity; (2) Establishing,administering,contributing to,or paying the expenses of a political party,campaign, political action committee,or other organization established for the purpose of influencing the outcomes of elections; (3) Any attempt to influence:(i)The introduction of Federal or State legislation;or(ii)the enactment or modification of any pending Federal or State legislation through communication with any member or employee of the Congress or State legislature(including efforts to influence State or local Fed:ral Certification—Lobbying(07103) Page 1 of 3 Contract#68-2020 Premier Home Health Can Services,Inc. officials to engage in similar lobbying activity),or with any Government official or employee in connection with a decision to sign or veto enrolled legislation; (4) Any attempt to influence:(i)The introduction of Federal or State legislation; or(ii)the enactment or modification of any pending Federal or State legislation by preparing,distributing or using publicity or propaganda,or by urging members of the general public or any segment thereof to contribute to or participate in any mass demonstration,march,rally,fundraising drive,lobbying campaign or letter writing or telephone campaign;or (5) Legislative liaison activities,including attendance at legislative sessions or committee hearings, gathering information regarding legislation,and analyzing the effect of legislation,when such activities are carried on in support of or in knowing preparation for an effort to engage in unallowable lobbying. The following activities as enumerated in Paragraph B are excepted from the coverage of Paragraph A: Paragraph B. (1) Providing a technical and factual presentation of information on a topic directly related to the performance of a grant,contract or other agreement through hearing testimony,statements or letters to the Congress or a State legislature,or subdivision,member,or cognizant staff member thereof,in response to a-documented request(incuding a Congressional Record notice requesting testimony or statements for the record at a regularly scheduled hearing)made by the recipient member,legislative body or subdivision,or a cognizant staff member thereof;provided such information is readily obtainable and can be readily put in deliverable form;and further provided that costs under this section for travel,lodging or meals are unallowable unless incurred to offer testimony at a regularly scheduled Congressional hearing pursuant to a written request for such presentation made by the Chairman or Ranking Minority Member of the Committee or Subcommittee conducting such hearing. (2) Any lobbying made unallowable by subparagraph A(3)to influence State legislation in order to directly reduce the cost,or to avoid material impairment of the organization's authority to perform the grant,contract,or other agreement. (3) Any activity specifically authorized by statute to be undertaken with funds from the grant,contract; or other agreement. Paragraph C. (1) When an organization seeks reimbursement for indirect costs,total lobbying costs shall be separately identified in the indirect cost rate proposal,and thereafter treated as other unallowable activity costs in accordance with the procedures of subparagraph B.(3). (2) Organizations shall submit,as part of the annual indirect cost rate proposal,a certification that the requirements and standards of this paragraph have been complied with. (3) Organizations shall maintain adequate records to demonstrate that the determination of costs as being allowable or unallowable pursuant to this section complies with the requirements of this Circular. (4) Time logs,calendars,or similar records shall not be required to be created for purposes of complying with this paragraph during any particular calendar month when:(1)the employee engages in lobbying(as defined in subparagraphs(a)and(b))25 percent or less of the employee's compensated hours of employment during that calendar month,and(2)within the preceding five- year period,the organization has not materially misstated allowable or unallowable costs of any nature,including legislative lobbying costs.When conditions(1)and(2)are met,organizations are not required to establish records to support the allowability of claimed costs in addition to records already required or maintained.Also,when conditions(1)and(2)are met,the absence of time logs, calendars,or similar records will not serve as a basis for disallowing costs by contesting estimates of lobbying time spent by employees during a calendar month. Fedo-ral Certification—Lobbying(07/08) Page 2 of 3 Contract#68-2020 Premier Home Health Care Services,Inc. (5) Agencies shall establish procedures for resolving in advance,in consultation with OMB,any significant questions or disagreements concerning the interpretation or application of this section. Any such advance resolution shall be binding in any subsequent settlements,audits or investigations with respect to that grant or contract for purposes of interpretation of this Circular,provided, however,that this shall not be construed to prevent a contractor or grantee from contesting the lawfulness of such a determination. Paragraph D. Executive lobbying costs.Costs incurred in attempting to improperly influence either directly or indirectly, an employee or officer of the Executive Branch of the Federal Government to give consideration or to act regarding a sponsored agreement or a regulatory matter are unallowable.Improper influence means any influence that induces or tends to induce a Federal employee or officer to give consideration or to act regarding a federally sponsored agreement or regulatory matter on any basis other than the merits of the matter. Inc 2 tgnature Title AgencylCMrganization -iz Date (Certification signature should be same as Contract signature_) Federal Ccrtificatioa—Lubbyiuo(07105) Page 3 of Contract#68-2020 Premier Hoene Health Care Services,Inc. ATTACHMENT H CERTIFICATION REGARDING DEBARMENT,SUSPENSION,INELIGIBILITY AND VOLUNTARY EXCLUSION-LOWER TIED COVERED TRANSACTIONS Orange County Department of Social Services and Department on Aging Instructions for Certification 1. By signing and submitting this proposal,the prospective lower tier participant is providing the certification set out below. 2. The certification in this clause is a material representation of the fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification,in addition to other remedies available to the Federal Government,the department or agency with which this transaction originated may pursue available rernedies,including suspension and/or debarment. 3. The prospective lower tier participant will provide immediate written notice to the person to which the proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms"covered transaction," "debarred," "suspended,""ineligible,""lower tier covered transaction,""participant,""person,""primary Covered transaction,""principal,""proposal,"and "voluntarily excluded,"as used in this clause,have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12544. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this proposal that,should the proposed covered transaction be entered into,-it shall not knowingly enter any lower tier covered transaction with a person who is debarred,suspended,determined ineligible or voluntarily excluded from participation in this covered transaction unless authorized by the department or agency with which this transaction originated. S. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled"Certification Regarding Debarment,Suspension,Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction,"without modification,in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred,suspended,ineligible,or voluntarily excluded from covered transaction,unless it knows that the certification is erroneous. A participant may decide the method and,frequency of which it determines the eligibility of its principals. Each participant may,but is not required to,check the Nonprocurement List. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. Federal Certification-Dcbannent(07/08) Page I 0f2 Contract#68-2020 Premier Home Health Care Services,Inc. 9. Except for transactions authorized in paragraph 5 of thew instructions,if a participant in a covered transaction knowingly caters into a lower tier covered transaction with a person who is suspended,debarred,ineligible,or voluntarily excluded from participation in this transaction,in addition to other remedies available to the Federal Government,the department or agency with which this transaction originated may pursue available remedies,including suspension,and/or debarment. Certification Regarding Debarment, Suspension,Ineligibility and Voluntary Exclusion-Lower Tier Covered Transactions (1) The prospective lower tier participant certifies,by-submission of this proposal,that neither it nor its principals is presently debarred,suspended,proposed for debarment declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency, (2) Where the prospective lower tier participant is unable to certify to any of the statements in this certification,such prospective participant shall attach an explanation to this proposal. Aigdahqrie Title' I L110C -&,o 49 rayp Agency/Organization 'Servlee � 'Date I (Certification signature should be same as Contract signature.) Federal Certification-Debarment(07/08) Page 2 of 2 Contract Name: Premier Home Health Care Services,Inc. Contract No.68-2020 BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement("Agreement')is made effective the lday of July, 2014,by aad between Orange County Government through its Orange County Department of Social Services and Department on Aging("Covered Entity"), and Premier Home Health Care Services, Inc., ("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 Business Associate Agreement between the Parties. WITNESSETH: WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), Public Law .104191, 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 maybe 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. DEED TTIONS (a) Service Agreement. Agreement(s) for services affected by this HIPAA 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: Contract#68-2020 (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 this Agreement and mandatory provisions of the HIPAA Security and Privacy Rule,as amended,the HIPAA Security and 1 May 20I4 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 (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 "Electronic 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. U. OBLIGATIONS AND ACTIVITIES OF BLJSWESS ASSOCIATE (a) Use and Disclosure. Business Associate agrees to fully comply with the requirements 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 obligations 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, including 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. 2 Mayzot4 It 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 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 cooperate 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 with(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,in 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 review 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 shalt 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. (I) HITECH Compliance. Business Associate shall: 3 May 20114 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 Regulations; B. Comply with the marketing and other restrictions applicable to Business Associates contained in HITECH§ 13406 and the HIPPA Regulations; 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 164316; E. To the extent required under HITECH §§13401 and 13404, comply with.the additional privacy and security requirements that apply to Covered Entities 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 DISCWSURES BY BUSWESS 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 in 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 limited 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 to 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 Protected Health Information has been breached immediately upon becoming aware. 4 May 2014 (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)(2Xi)(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 fcr 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 purpose 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 deridentify Protected Health Information only at the specific direction of and only for the use of Covered Entity. Business Associate may not sell Protected Health Information except at the direction of Covered Entity and in compliance with the requirements of the HIPAA Security and Privacy Rule. W. AVAILABILITY OF PHI (a) Access to Protected Health Information. Business Associate agrees, in the 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 Infommtion in a designated record set that the Covered 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 Entity'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. 5 May 2014 (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, permission by an Individual to use or disclose Protected Health Information, is such changes affect Business Associate's permitted or required uses. (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§ 184.522 to the extent that such restriction may affect Business Associate's use of Protected Health Information. VI. PERMSABLE 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. TERhUNATION (a) Term. This Agreement shall be effective as of the date fast 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 the 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 the 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 responsibilities; (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. 5 May 2014 (d) Survival. This paragraph shall survive the terinination of this Agreement and shall apply to Protected Health Information created, maintained, or received by Business Associate and any of its subcontractors. VIII. MISCELLANEOUS (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, Imes, 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 pursuant to this Agreement,including but not limited to any injury or damages arising from any noncompliance 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 in 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 to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the 7 May 2014 Y:Il'SS Regulations. In addition, this Agreement may be amended or modified by the Parties 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. (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, on 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 Information 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 and 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 Gregory Turchan/Kathleen Craig Nancy Coston . 445 Hamilton Ave. 113 Mayo Street 100 Floor PO Box 8181 White Plains,NY 10601 Hillsborough,NC 27278 (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 the Parties at variance with any provisions of this Agreement shall affect,or constitute a waiver of,any Party'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 pre-empted by 8 May 2014 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 fi4mement and the Service Agreements). (p) E-Verify. Employers and their subcontractors with 25 or more employees as defined in Particle 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. Eli' WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above. COVERED ENTITY; BUSINESS SOCIATE: By: By: Title: �'�AA07U Title: 9 May 2014 EXHIBIT A COVERED ENTITY PRIVACY OFFICER CONTACT INFORMATION To report to Covered Entity any use or disclosure of Protected Health Information not in compliance 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 Nancy Coston,Social Services Director,or the Security Officer at The Orange County Health Department. 10 May 2034 Contract#68-2020 Premier Home Health Cage Services,Inc. ATTACHMENT J CERTIFICATION REGARDING TRANSPORTATION Orange County Department of Social Services and Orange County Department on Aging By execution of this Agreement the Contractor certifies that it will provide safe client transportation by: 1. Insuring that all drivers(including employees,contractors,contractor's employees,and volunteers)shall be at least 18 years of age; 2. Insuring that all drivers(including employees,contractors,contractor's employees,and volunteers)shall be licensed to operate the specific vehicle used in transporting clients in accordance with Chapter 20-7 of the General Statutes of North Carolina and the Division of Motor Vehicle requirements; 3. Insuring that all vehicles transporting clients shall have at least the minimum level of liability insurance appropriate for the type of vehicle as defined by Article 7,Rule R.2-36 of the North Carolina Utilities Commission; 4. Insuring that the contractor shall have written policies and procedures regarding how drivers handle and report client emergencies and/or vehicle crashes involving clients to contractor and how contractor notifies the Orange County Department of Social Services; S. Contractor will maintain records documenting the following(County may require contractor to provide): a.Valid current copies of Drivers License for all drivers; b.Current valid Vehicle Registration,for all vehicles transporting clients; c.Driving records for all drivers for the past three years and with annual updates; d.Criminal Background checks through North Carolina Law Enforcement or NCIC prior to employment and every three years thereafter; e.Alcohol and Drug Testing policy to meet the Federal Transit Authority guidelines. 6. Disclosing,at the outset of the contract,upon renewal and upon request,any criminal convictions or other reasons for disqualifications from participation in Medicare,Medicaid or Title XX rograms. Signature on this form confirms this statement. ignatare Title ?r,en -)/1 J Agency/Org iaation ��„✓��PS,� Date (Certification signature should be same as Contract signature.) Transportation Certification(05109) Page 1 of l Contract#6 9-2020 Premier Home Health Care Services,Inc. ATTACHMENT N OUTCOMES AND REPORTING Orange County Department of Social Services and Orange County Department on Aging By signing and submitting this document,the Contractor certifies that it agrees to the following: 1.The Contractor agrees to participate in program,fiscal and administrative monitoring and/or audits, making records and staff time available to Federal,State and County staff. 2.The Contractor agrees to take necessary steps for corrective action,as negotiated within a corrective action plan,for any items found to be out of compliance with Federal,State,and County laws,regulations, standards and/or terms of the Contract. 3.The Contractor agrees that continuation of and/or renewal of this Contract is contingent on meeting the following requirements. The Contractor agrees to: A. Allow the County to complete the assessment of each client. The County will complete an In- Home Aide Service Plan as part of the assessment. The County will provide the In-Home Aide Service Plan to the Contractor prior to the start of service. The County will update the In-Home Aide Service Plan as needed. B. Provide employees to perform in-home services for the County's clients,at the level,amount and frequency specified by the social worker in the In-Home Aide Service Plan. C. Assure that employees meet the competency requirements for the level(s)of service provided. The Contractor will provide verification,upon request,that the selected employee has been properly licensed and trained and is qualified to perform assigned tasks. D. Select and assign qualified employees to clients according to the clients'needs and the employees'abilities and experience. The Contractor agrees to honor requests made by the County for a change in assignment. E. Fulfill all employer financial obligations. F. In a timely manner,provide the County with information on significant changes in the clients' conditions or situations. G. Assure the client is treated with dignity and respect,assist in protecting the client's assets and possessions,and assure confidentiality of client's circumstances. H. Allow aides to provide transportation,%ithin reason,for both medical and personal reasons. I. Provide care at Level IT as appropriate to the needs of the client. J. Complete,for employees serving Level H clients,at least a quarterly on site visit to the home of at least one client the employee is serving. K Maintain all financial and program records for a period of-three years from the date of final payment under this agreement for inspection by the County,the Area Agency on Aging and the Comptroller General of the United States,or any of their duly authorized representatives. If any claim,litigation,negotiation,audit or other action involving the Contractor's records has been started before the expiration of the three-year period,the records must be retained until completion of the action and resolution of all issues that arise from it. L. Monthly contact and annual on-site visits with the County. The Contractor agrees to client contact per Home and Community Care Block Grant guidelines. M. Protective Service In-Home Aide requests are to be staffed within 24 hours and the hours to be worked are to be strictly adhered to. Referral acceptance by the Contractor is conditional on worker availability. The Contractor will notify the County within two hours if the request cannot be honored. N. Provide backup service when a client's usual In-Home Aide is unavailable. Outtonics (06/04) Page I of 2 Contract#68.2020 Premier Home Health Care Services,Inc. 4. High Risk In-Horne Aide Service requests are to be staffed within five days. All other requests are to be filled within ten working days of the request. P. Changes in the service hours are to be made by the County. Requests for changes may be made by the Contractor,but are not finalized until notification is given by the County. Q. The Contractor will immediately notify the County when Protective Services Cases are not staffed,when In-Home Aide workers are absent,and/or,when any of the following occur: a. The client dies. b. The client enters a rest home,nursing home,or hospital. c. The client motes from the original address on the request. d. The client refuses to accept the services or to comply with Cate requirements. e. There are significant factors that affect the client or significant changes in a client's situation. 4V, ChWll r -lignafure Title 4,a/, ra 1 Ilk Agency/()rganizatton t„ 1 l Date (Certification signature should be saute as Contract signature.) Outcomes (06104) Page 2 of 2 t �a .K..E1t 1lER �s home health care services,inc. July 14, 2014 To: Orange County Department of Social Services Certification: We certify that Premier Home Health Care Services, Inc. does not have any overdue tax debts, as defined by N.C.G.S. 105-243.11, at the federal, State, or local level. We further understand that any person who makes a false statement in violation of N.C.G.S. 143C-6-23(c) is guilty of a criminal offense punishable as provided by N.C.G.S. 143C- 10-1(b). Sworn Statement: Arthur Schwabe and Gregory Turchan being duly sworn, say that we are the Board Chair and Chief Operating Officer, respectively, of Premier Home Health Care Services, Inc. in the State of North Carolina; and that the foregoing certification is true, accurate and complete to the best of our knowledge and was made and subscribed by us. We also acknowledge and understand that any misuse of State funds will be reported to the appropriate thorities for further action. Board Chair of Operating Officer Sworn to and subscribed before me on the day of the date of said certification. ,zi, My Commission Expires:,-j 2GV c� (Notary Sig ture and Se r jy T, 445 Hamilton Avenue, 1 0th Floor,White Plains, New York 10601 Phone 914-428-7722 Fax 914-428-2404 + 4_: