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HomeMy WebLinkAbout2014-396 DSS - Senior Care of Orange County, Inc. to provide Adult Day Health Services to DSS Clients $20,000 ^� Contract#68-2014 ySSSenior Care of Orange County,Inc. Contract# 68-2014 Fiscal Year Begins�Julyl,2014 Ends_June 30,2015 This contract is hereby entered into by and between the Orange County Department of Social Services(the "County")and Senior Care of Orange County,Inc.(the"Contractor")(referred to collectively as the"Parties"). The Contractor's federal tax identification number or Social Security Number is 1. Contract Documents: This Contract consists of the following documents (1) This contract (2) The General Terms and Conditions(Attachment A) (3) The Scope of Work,description of services,and rate(Attachment B) (4) Federal Certification Regarding Drug-Free Workplace&Certification Regarding Nondiscrimination(Attachment C) (5) Conflict of Interest(Attachment D) (6) No Overdue Taxes(Attachment E) (7) HIPAA Business Associate Addendum(Attachment 1) (8) Certification of Transportation(Attachment J) (9) IRS Federal Tax Exempt Letter or 501(c)(3)(Attachment K) (10)Outcomes and Reporting(Attachment N) (11)Contract Determination Questionnaire These documents constitute the entire agreement between the Parties and supersede all prior oral or written statements or agreements. 2. Precedence Among Contract Documents: In the event of a conflict between or among the terms of the Contract Documents, the terms in the Contract Document with the highest relative precedence shall prevail. The order of precedence shall be the order of documents as listed in Paragraph 1, above, with the first-listed document having the highest precedence and the last-listed document having the lowest precedence. If there are multiple Contract Amendments, the most recent amendment shall have the highest precedence and the oldest amendment shall have the lowest precedence. 3. Effective Period: This contract shall be effective on July 1,2014 and shall terminate on June 30, 2015. This contract must be twelve months or less. 4. Contractor's Duties: The Contractor shall provide the services and in accordance with the approved rate as described in Attachment B, Scope of Work, and shall meet the requirements set forth in Attachment N,Outcomes and Reporting. 5. County's Duties: The County shall pay the Contractor in the manner and in the amounts specified in the Contract Documents. The total amount paid by the County to the Contractor under this contract shall not exceed$20,000. This amount consists of$20,000 in Federal (CFDA # ), State and County funds, $0 (source of other funds if applicable). [X] a. There are no matching requirements from the Contractor. [ ] b.The Contractor's matching requirement is$ ,which shall consist of. [ ] In-kind [ ] Cash [ ] Cash and In-kind [ ] Cash and/or In-kind The contributions from the Contractor shall be sourced from non-federal funds. The total contract amount including any Contractor match shall not exceed$20,000. 6. Reporting Requirements: Contractor shall comply with audit requirements as described in N.C.G.S. § 143C-6-22&23 and OMB Circular A-133. Contract-General (07/10) Page 1 of 4 Contract#68-2014 Senior Care of Orange County,Inc. 7. Payment Provisions: Payment shall be made in accordance with the Contract Documents as described in the Scope of Work, Attachment B. 8. Contract Administrators: All notices permitted or required to be given by one Party to the other and all questions about the contract from one Party to the other shall be addressed and delivered to the other Party's Contract Administrator. The name,post office address,street address,telephone number,fax number,and email address ofthe Parties'respective initial Contract Administrators are set out below. Either Party may change the name, post office address, street address, telephone number,fax number,or email address of its Contract Administrator by giving timely written notice to the other Party. For the County: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Denise Shaffer, Social Work Program Director Denise Shaffer, Social Work Program Director Orange County Department of Social Services Orange County Department of Social Services P.O. Box 8181 2501 Homestead Road Hillsborough,NC 27278 Chapel Hill,NC 27516 (919)968-2000 ext.246 (919)968-2012 dshaffer co.oran e.nc.us Program Contact: Renee Bynum,Adult Services Supervisor Orange County Department of Social Services P.O. Box 8181 113 Mayo Street Hillsborough,NC 27278 (919)245-2881 bynum@,co.orqg&L.nc.us For the Contractor: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Alvonia Baldwin Alvonia Baldwin Florence Gray Soltys Adult Day Health Program Florence Gray Soltys Adult Day Health Program P.O. Box 8181 105 Meadowland Drive Hillsborough,NC 27278 Hillsborough,NC 27278 (919)245-2017 (919)245-2018 albaldwin@co.orange.nc.us Contract-General (07/10) Page 2 of 4 Contract#68-2014 Senior Care of Orange County,Inc. 9. No Assignment or Sub-Contract: Contractor shall not sub-contract out any of the services provided for in this Agreement or make any assignment of this Agreement(including rights to payments)without the prior written Consent of the County as specified more fully in Attachment A,General Terms and Conditions. 10. Supplementation of Expenditure of Public Funds: The Contractor assures that funds received pursuant to this contract shall be used only to supplement, not to supplant, the total amount of federal, state and local public funds that the Contractor otherwise expends for contract services and related programs.Funds received under this contract shall be used to provide additional public funding for such services; the funds shall not be used to reduce the Contractor's total expenditure of other public funds for such services. 11. Disbursements: As a condition of this contract, the Contractor acknowledges and agrees to make disbursements in accordance with the following requirements: a. Implement adequate internal controls over disbursements; b. Pre-audit all vouchers presented for payment to determine: i. Validity and accuracy of payment ii. Payment due date iii. Adequacy of documentation supporting payment iv. Legality of disbursement c. Assure adequate control of signature stamps/plates; d. Assure adequate control of negotiable instruments;and e. Implement procedures to insure that account balance is solvent and reconcile the account monthly. 12. Outsourcing to Other Countries: The Contractor certifies that it has identified to the County all jobs related to the contract that have been outsourced to other countries,if any.The Contractor further agrees that it will not outsource any such jobs during the term of this contract without providing notice to the County. 13. Federal Certifications: Individuals and Organizations receiving federal funds must ensure compliance with certain certifications required by federal laws and regulations. The contractor is hereby complying with Certifications regarding Nondiscrimination, Drug-Free Workplace Requirements, Environmental Tobacco Smoke, Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions, and Lobbying. These assurances and certifications are to be signed by the contractor's authorized representative. 14. Relationship of the Parties: Contractor is an independent contractor of the County.Contractor represents that it has or will secure,at its own expense,all personnel required in performing the services under this Agreement. Such personnel shall not be employees of or have any contractual relationship with the County. All personnel engaged in work under this Agreement shall be fully qualified and shall be authorized or permitted under state and local law to perform such services. It is further agreed by Contractor that it shall obey all State and Federal statutes,rules and regulations which are applicable to provisions of the services called for herein. Neither Contractor nor any employee of the Contractor shall be deemed an officer,employee or agent of the County. 15. Signature Warranty: The undersigned represent and warrant that they are authorized to bind their principals to the terms of this agreement. The Contractor and the County have executed this contract in duplicate originals,with one original being retained by each party. Contract-General (07/10) Page 3 of 4 Contract#68-2014 Senior Care of Orange County,Inc. SE N R CARE OF ORANGE COUNTY,INC. 70/1 Signature D Printed Name Title ORANGE COUNTY Bonnie Hammersley,County Manager Date This instrument has been approved as to technical content. Nancy Colston,Coston,De rtment of Social Services Director Date This i strument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. 7 AI Ir Clarence G. Grier,Asst.County Manager/CFO Date This c r t h I b approved as to form and legal sufficiency. 2-t 14, Annette W.Moore, Staff Attorney bato Contract-General (07/10) Page 4 of 4 Contract#68-2014 Senior Care of Orange County,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 to be an independent contractor in the performance beneficiary only. of this contract and as such shall be wholly responsible for the work to be performed and for the supervision of its 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 of third 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. Any 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 shall 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 shall 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 of the County General Terms and Conditions—(07/14) Pagel of 5 Contract#68-2014 Senior Care of Orange County,Inc. (c) Owned by Contractor's employees and The contractor will maintain Insurance requirements if used in performance of this contract("non- required as noted under Article 7 Rule R2-36 of the North owned vehicle insurance"). Non-owned Carolina Utilities Commission. vehicle insurance protects employers when employees use their personal vehicles for 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. (j) 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#68-2014 Senior Care of Orange County,Inc. civil insurrection,earthquake,hurricane,tornado,or other catastrophic natural event or act of God. Health Insurance Portability and Accountability Act (HIPAA): The Contractor agrees that, if the County Survival of Promises: All promises,requirements,terms, 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. 104-91, expiration or termination date unless specifically provided as amended("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 Trafficking 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(g)of the Trafficking Victims Protection Act exclusive property of the 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 made available to at 11 U.S.C. 365 (n)and any amendments thereto. any individual or organization without the prior written approval 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 Persons and Records: The State Auditor shall no County may 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 of Article 2 of Chapter 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 final 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 started before General Terms and Conditions—(07/14) Page 3 of 5 Contract#68-2014 Senior Care of Orange County,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 of the 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 requirement 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 product(s) and service(s) 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,firmware,middieware,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 date/time 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 contracts with vendors that meet one of the 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 of the 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#68-2014 Senior Care of Orange County,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 committed 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 11A 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 Terms and Conditions—(07/14) Page 5 of 5 Contract#68-2014 Senior Care of Orange County,Inc. ATTACHMENT B SCOPE OF WORK Orange County Department of Social Services Federal Tag Id.or SSN Contract# 68-2014 A. CONTRACTOR INFORMATION 1. Contractor Agency Name: Senior Care of Orange County, Inc. 2. If different from Contract Administrator Information in General Contract: Address Telephone Number: Fax Number: Email: 3. Name of Program(s): Adult Day Health Service 4. Status: ( )Public (X)Private,Not for Profit ( )Private,For Profit 5. Contractor's Financial Reporting Year July 1,2014 through June 30,2015 B. Explanation of Services to be provided and to whom(include SIS Service Code): The Contractor will provide Adult Day Health Services(SIS Code 091)to clients of the Orange County Department of Social Services. These services will include assistance with Activities of Daily Living,health monitoring by an RN,and therapeutic recreational programs. The Contractor is required to meet all goals and outcomes listed in Attachment N. C. Rate per unit of Service(define the unit): 1. If Standard Fixed Rate,Maximum Allowable,(See Rates for Services Chart) Minimum daily rate: $38.92/day_12er client 2.Negotiated County Rate. D.Number of units to be provided: E.Details of Billing process and Time Frames;The County will reimburse the Contractor for services described in this contract up to the budgetary limits of the contract allotment. The County will reimburse the Contractor at a rate of$38.92/day for approved services provided. For reimbursement,the Contractor must submit an original and two copies of an invoice by the fifth of the month for the preceding month's expenditures to the designated County Administrator. The County will reimburse the Contractor monthly upon receipt of a complete and correctly filed report. The service(s)under contract with the Contractor are services for which a client may voluntarily contribute to the cost. Policies regarding the solicitation and acceptance of voluntary contributions are contained in Family Services Manual,Volume VI,Chapter III. If a client Contract-Scope of Work(06/04) Page Iof 2 Contract#68-2014 Senior Care of Orange County,Inc. voluntarily contributes to the cost of service the County will inform the Contractor of the amount of the contribution and of any subsequent changes The Contractor will establish a plan with the client for accepting the contribution on at least a monthly basis, and when contributions are not received within ten days of the agreed upon date will notify the client in writing and send a copy of the notification to the County. No other fees for services may be charged to the client. Client contributions are to be reported monthly to the County. F.Area to be served/Delivery site(s): Oran e Coun Nanc Coston ocia Services Director (Signature of Contractor) ©)-as^j4 -1 Zl Iq (Date Submitted) (Date S mit ed) Contract-Scope of Work(06/04) Page 2of 2 Contract#68-2014 Senior Care of Orange County,Inc. ATTACHMENT C CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS AND CERTIFICATION REGARDING NONDISCRIMINATION Orange County Department of Social Services l By execution of this Agreement the Contractor oertificothat d will provide a drug-free workplace by: A. Publishing a statement notifying employees that the unlawful manufacture,distribution, dispensing, i or use ofu controlled substance i prohibited in the Contractor's workplace and specifying the actions that will bctaken against employees for violation ofsuch B. Establishing u drug-free awareness program to inform employees about: (l) The dangers oy drug abuse io 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 itu requirement{bo1euuhemployoehoc dintbcperRomonooeofdzeagremmuen1be given u copy nfthe statement required by paragraph(A); D. Notifying employee iuthe statement required bv paragraph(A)that,umu condition of employment under the agreement,the employee will: � (l)Abide bv the terms of the statement; and � ' (2)Notify the employer of any criminal drug statute conviction for a violation occurring /u the workplace no later than fivcdays after such conviction; B. Notifying the County within ten days after receiving notice under subparagraph(IJ) 2)frnmuo employee u«otherwise receiving actual notice of such conviction; F. Taking one of the following actions,within]O days uf receiving notice under subparagraph (D)(2),with respect to any employee who is so convicted: (1)Taking appropriate personnel action against such an employee,up to and including termination; or (2)Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State,or local health, law enforcement,or other appropriate agency;and Making a good faith effort to continue to maintain a drug-free workplace through implementation of Federal Certification-Drug-Free Workplace(07/10) Pagel of2 I I j Contract#68-2014 Senior Care of Orange County,Inc. II. The site(s)for the performance of work done in connection with the specific agreement are listed below: 1. l 65 Meotdowicwd A-. (Street address) is ruu�l� , 277LZy (City,courlty,state,zip code) 2. (Street address) (City,county,state,zip code) Contractor will inform the County of any additional sites for performance of work under this agreement. False certification or violation of the certification shall be grounds for suspension of payment,suspension or termination of grants,or government-wide Federal suspension or debarment(45 C.F.R. Section 82.510. Section 4 CFR Part 85, Section 85.615 and 86.620). CERTIFICATION REGARDING NONDISCRIMINATION The Vendor certifies that it will comply with all Federal statutes relating to nondiscrimination.These include but are not limited to: (a)Title VI of the Civil Rights Act of 1964(P.L. 88-352)which prohibits discrimination on the basis of race,color or national origin;(b)Title IX of the Education Amendments of 1972,as amended(20 U.S.C. §§1681-1683,and 1685-1686),which prohibits discrimination on the basis of sex; (c)Section 504 of the Rehabilitation Act of 1973,as amended(29 U.S.C. §794),which prohibits discrimination on the basis of handicaps; (d)the Age Discrimination Act of 1975, as amended(42 U.S.C. §§6101-6107),which prohibits discrimination on the basis of age; (e)the Drug Abuse Office and Treatment Act of 1972(P.L.92-255), as amended,relating to nondiscrimination on the basis of drug abuse;(f)the Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of 1970(P.L. 91-616), as amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism;(g)Title VIII of the Civil Rights Act of 1968(42 U.S.C. §§3601 et seq.), as amended, relating to nondiscrimination in the sale,rental or financing of housing; (h)the Food Stamp Act and USDA policy,which prohibit discrimination on the basis of religion and political beliefs; and(i)the requirements of any other nondiscrimination statutes which may apply to this Agreement. I✓ll�ilU' Signature Title wof �,� e_- 7 2+ �� Agency/Organization Date (Certification signature should be same as Contract signature.) Federal Certification-Drug-Free Workplace(07/10) Page 2 of 2 Contract#68-2014 Senior Care of Orange County,Inc. ATTACHMENT D CONFLICT OF INTEREST POLICY Orange County Department of Social Services The Board of Directors/Trustees or other governing persons, officers, employees or agents are to avoid any conflict of interest, even the appearance of a conflict of interest. The Organization's Board of Directors/Trustees or other governing body, officers, staff and agents are obligated to always act in the best interest of the organization.This obligation requires that any Board member or other governing person, officer, employee or agent, in the performance of Organization duties, seek only the furtherance of the Organization mission. At all times, Board members or other governing persons, officers, employees or agents, are prohibited from using their job title, the Organization's name or property, for private profit or benefit. A. The Board members or other governing persons, officers, employees, or agents of the Organization should neither solicit nor accept gratuities, favors, or anything of monetary value from current or potential contractors/vendors, persons receiving benefits from the Organization or persons who may benefit from the actions of any Board member or other governing person, officer, employee or agent. This is not intended to preclude bona-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) Pagel of 3 Contract#68-2014 Senior Care of Orange County,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 Directors/Trustees or other governing body has reasonable cause to believe a member, officer, employee or agent has failed to disclose actual or possible conflicts of interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose. If, after hearing the person's response and after making further investigation as warranted by the circumstances, the Board of Directors/Trustees or other governing body determines the member, officer, employee or agent has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. G. Record of Conflict -- The minutes of the governing board and all committees with board delegated powers shall contain: 1. The names of the persons who disclosed or otherwise were found to have an actual or possible conflict of interest, the nature of the conflict of interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed. 2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement that presents a possible conflict of interest, the content of the discussion, including any alternatives to the transaction or arrangement, and a record of any votes taken in connection with the proceedings. �CA"wpprove�dr by: /' Name of Organization (k� a;) Signature of Organization Official 2�tZ,ZD��� Date Conflict of Interest Policy(06/04) Page 2 of 3 Contract#68-2014 Senior Care of Orange County,Inc. NOTARIZED CONFLICT OF INTEREST POLICY State of North Carolina County of Orange 1, , Notary Public for said County and State, certify that ersonally appeared before me this da and acknowledged that he/she is _-Chair of and by that authority duly given and as the act of the corporation, affirmed that the foregoing Conflict of Interest Policy was adopted by the Board of Directors in a meeting held on the day of . Sworn to and subscribed before me this 22 day of , 201 DANA S HALL Notary N� (Official Sea Co. North Notary Public Expires Mar.9'2019 My Commission expires Ma Q�r H ,2019/ Conflict of Interest Policy(06/04) Page 3 of 3 Senior Care of Orange County, Inc. April 5, 2004 Conflict of Interest Policy (Board of Directors and Employees) It is the policy of the Senior Care of Orange County, Inc. to prohibit business contracts or transactions with any firm in which a member of the Board of Directors or other policy- making body, or employee has a substantial business interest, or may directly or indirectly benefit from such transactions. Any member of the Board of Directors or other policy-making body or employee having any interest shall promptly make such interest known, in writing,to the President of the Board of Directors. This does not preclude conducting business with such firms when there is no other convenient source of supply. It it is necessary to conduct transactions with such firms, a written statement of justification shall be furnished. No reward, favor, gift or other form of remuneration may be accepted by any member of the Board of Directors or other policy-making body or employee for performance or non-performance from any vendor, contractor, individual or firm or from any other source having or proposing to have a business relationship with the agency. Contract#68-2014 Senior Care of Orange County,Inc. ATTACHMENT E OVERDUE TAXES Orange County Department of Social Services Instructions: Grantee/Provider should complete this certification for all funds received.Entity should enter appropriate data in the yellow highlighted areas. The completed and signed form must be provided to the County Department of Social Services. SENIOR CARE OF ORANGE COUNTY DBA SOLTYS ADULT DAY HEALTH Entity's Letterhead P O BOX 8181 105 MEADOWLAND DR [Date of Certification(mmddyyyy)] HILLSBOROUGH,NC 27278 7lzlIIy To: Orange County Department of Social Services Certification: We certify that the [insert organization's name] does not have any overdue tax debts,as defined by N.C.G.S. 105-243.11, 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: 5al�r ,,,,..•a DOW'.) wi I Xevor, [N �f RQard( hair] and Official] being duly sworn,say that we a( F are the Board Chairl��} ecrnz 1g Official],respectively,of[i ;t ate " �r�-� Cp-.43, afsrga Nation] of m t` ie State of 7;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 appropri aut ritie or further action. j ar ha' l° ruthuilzi ig C3ft cial]' I YGaS�+�✓ Sworn to and subscribed before me on the day of the date of said certification. My Commission Expires: c/— 2019 (Notary Signature and Seal) DANA S HALL Notary Public Orange Co.,North Carolina My Commission E*r68 Mar.9,2019 G.S. 105-243.1 defines:Overdue tax debt.—Any PM L 01 it LUX CUM 61M IvinaftfrMw id 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 for the tax debt under G.S. 105-237 within 90 days after the notice of final assessment was mailed and has not failed to make any payments due under the installment agreement." Overdue Taxes—(07/08) Pagel of 1 Contract Name: SeniwKanwwf Orange County,Inc. Contract No.68-204 BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (^Agxoenneot") ia made effective the ldavof July, 2O]4, bv and between Orange County Government through its [baog: County Department of Social 8er/oes(^^CoverejEotdv^,), and Senior Care ofOrange County, Ioo., (^�Buu6ncmoAommuiato`). Covered Entity and Business /\m000iatc may be referred bcccbo individually as u ^Purtv^, or collectively as the ^^pmttca". This Agreement supersedes any previously executed Business Associate Agreement between the Parties. WITNE8BETH: WHEREAS, 8eotkoum 261 dunouh 264 of the federal 8cu}tb Insurance Portability and Accountability Act ofl44h (^18lPAA`), Public Law 184-191, uazuodificdbv the Health Information Technology for E00000do and Clinical Health Act (^HlTEC}{`), Public Law 111-5, known as "the Administrative Simplification proviuionu,,, direct the Department of Health and Bomnao Services to develop standards to protect the security,voofidonda1bvand integrity uf health information;and WHEREAS, pozmuuot to the Administrative Simplification provisions, the Secretary of Bcubb and Human Services ("Secretary") has issued os@plad000 modifying the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CF8LParts 160 and 104, as the ounuc may be amended from time ho time(the^HlPAA Security and Privacy Rule");and WHEREAS, the Parties vvimb to enter into or have entered into an urraoQcmucot vvbem:bv Bumiocam Associate will provide certain services to Covered Entity, and, pursuant to such arrangements, Bumiocoo Associate may be considered a"Business Associate"of Covered Entity as defined in the HIPAA Security and Privacy Role (the agreement evidencing such arrangement is detailed below and hereinafter referred to ay the"Service Agreement(s)");and WHEREAS, Business Associate may have access to Protected Health Information (as defiuedbelow) iu bdfiUin8its responsibilities under such arrangement; THEREFORE, in consideration of the Parties' continuing obligations under the Service Agreement, ! compliance with theRKPAA Security and Privacy Rule, and other good and valuable consideration, the receipt and sufficiency of which is hco:tw acknowledged, the Parties agree to the provisions of this Agreement iuorder to address the requirements of theBlPAA Security and Privacy Rule and to protect the interests of both Parties. L DEFINITIONS (n) Service Agreement. Agreement(s) for mcrvioco affected by this BlPAA Boniocsu Associate Agreement, which this Business Associate Agreement shall be attached to, and iu (orc) hereby incorporated bv reference,and which shall be taken and considered aum part of this document the same eo iy fully set out herein: Contract#68-2014 (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 Moy 2014 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. 11. OBLIGATIONS AND ACTIVITIES OF BUSINESS 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 May 2014 In addition, Business Associate agrees to take reasonable steps to ensure that its employees' actions or omissions do not cause Business Associate to breach the terms of this Agreement. (e) Mitigation of Breach. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health 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 shall not be conducted more than once annually except in cases of an actual or reasonably suspected Security Incident or reasonably suspected noncompliance with this Agreement, HIPAA or HITECH. Each Party shall bear its own costs associated with the audit. (k) Identity Theft. Business Associate shall implement Identity Theft Monitoring Policies and Procedures to protect any patient information that may be breached by the Business Associate to the extent applicable under the Federal Trade Commission's Red Flag Rules. (1) HITECH Compliance. Business Associate shall: 3 May 2014 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 164.316; 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. IIl. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE (a) Use of Protected Health Information on Behalf of Covered Entity. Except as otherwise limited in this Agreement, Business Associate may use or disclose Protected Health Information to perform functions, activities or services for, or on behalf of, Covered Entity described 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)(2)(i)(B). (e) Other Uses Strictly Limited. Nothing in this Agreement shall permit the Business Associate to share Protected Health Information with Business Associate's affiliates or contractors except for the purposes of the Service Agreement(s) between the Covered Entity and Business Associate(s) identified in Section I(a)of this Agreement. (f) Covered Entity Authorization for Additional Uses. Any use of Protected Health Information by Business Associate, its affiliate or Contractor, other than those purposes of this Agreement, shall require express written authorization by the Covered Entity, and a Business Associate Agreement or amendment as necessary. Activities which are prohibited include, but are not limited to, Marketing, as defined by 45 CFR§ 164.503 or the sharing for Commercial Use or any 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 de-identify 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. IV. 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 Information 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 § 164.522 to the extent that such restriction may affect Business Associate's use of Protected Health Information. VI. PERMISSABLE REQUESTS BY COVERED ENTITY Requests Permissible Under HIPAA. Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy or Security Rule. VII. TERMINATION (a) Term. This Agreement shall be effective as of the date first set forth above and shall terminate upon the earlier of (i) the termination of all agreements between the parties, and (ii) the termination by Covered Entity for cause as provided herein. (b) Termination for Cause. Notwithstanding anything in this Agreement to 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. 6 May 2014 (d) Survival. This paragraph shall survive the termination of this Agreement and shall apply to Protected Health Information created, maintained, or received by Business Associate and any of its subcontractors. VIII. MISCELLANEOUS (a) Indemnification. Business Associate agrees to indemnify, defend, and hold harmless Covered Entity, its officers, agents, contractors and agents, against, and in respect of, any and all claims, losses, expenses, costs, damages, obligations, penalties, and liabilities which Covered Entity may incur by reason of Business Associate's breach of or failure to perform any its obligations 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 HIPSS 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 Alvonia Baldwin Nancy Coston PO Box 8181 113 Mayo Street Hillsborough,NC 27278 PO Box 8181 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 Agreement and the Service Agreement(s). (p) E-Verify. Employers and their subcontractors with 25 or more employees as defined in Article 2 of Chapter 64 of the NC General Statutes must comply with E-Verify requirements to contract with governmental units. E-Verify is a Federal program operated by the United States Department of Homeland Security and other federal agencies, or any successor or equivalent program used to verify the work authorization of newly hired employees pursuant to federal law. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes shall constitute breach of this Agreement. If applicable, by executing this Agreement, Business Associate affirms that they are in compliance with Article 3 of Chapter 64 if the North Carolina General Statutes. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above. COVERED ENTITY: (� _ ` BUSINESS ASSOCIATE: By: J�►w� (cwre v l%L/G � /' L .l��.. By: Title: ��u - Title: 7) i red 65c 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 2014 Contract#68-2014 Senior Care of Orange County,Inc. ATTACHMENT J CERTIFICATION REGARDING TRANSPORTATION Orange County Department of Social Services By execution of this Agreement the Contractor certifies that it will provide safe client transportation by: 1. Insuring that all drivers(including employees, contractors,contractor's employees, and volunteers)shall be at least 18 years of age; 2. Insuring that all drivers(including employees,contractors,contractor's employees,and volunteers)shall be licensed to operate the specific vehicle used in transporting clients in accordance with Chapter 20-7 of the General Statutes of North Carolina and the Division of Motor Vehicle requirements; 3. Insuring that all vehicles transporting clients shall have at least the minimum level of liability insurance appropriate for the type of vehicle as defined by Article 7,Rule R2-36 of the North Carolina Utilities Commission; 4. Insuring that the contractor shall have written policies and procedures regarding how drivers handle and report client emergencies and/or vehicle crashes involving clients to contractor and how contractor notifies the Orange County Department of Social Services; 5. 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 programs. Signature on this form confirms this statement. Signature Title o rA4'( dC Inc 211 iy Agency/Organization Date (Certification signature should be same as Contract signature.) Transportation Certification(05/09) Page 1 of 1 Contract#68-2014 Senior Care of Orange County,Inc. ATTACHMENT K 501(c)(3)and TAX EXEMPT STATUS Orange County Department of Social Services What is a Private Non Profit Agency? Answer:A private non profit is an organization that is incorporated under State law and whose purpose is not to make a profit, but rather to further a charitable, civic, religious, scientific, or other lawful purpose. The Secretary of State's office grants corporate status to organizations in North Carolina. What is a 501(c)(3)designation? Answer: When the agency becomes a state private non profit corporation, it can then apply for 501(c)(3) designation through the IRS. Once the IRS grants 501(c)(3) status,the organization is exempt from certain taxes and any donations to the charitable organization are tax deductible. Many individuals and organizations prefer to make donations to 501(c)(3)private non profits. Who can obtain a 501(c)(3) designation? Answer:Any organization or group can apply for 501(c)(3) status,provided their charter or mission focuses on the non profit's objective. Another option is to apply for a 509(a)(1) status which falls under the 501(c)(3)umbrella. Being a 509(a)(1) designates an organization as a tax-free public charity that receives most of its support from a governmental unit or from the general public. Becoming a 509(a)(1)provides public recognition of tax-exempt status, advance assurance to donors of deductibility of contributions, exemption from certain State and federal taxes, and non profit mailing privileges. Organizations that typically qualify are churches, educational institutions,hospitals, and governmental units. To learn more about non profits,visit www.irs.gov, or call the tax-exempt helpline at 877-829- 4933. How does a Private Non Profit obtain Tax Exempt Status? A private non profit must apply to the IRS for tax exempt status. To qualify, applicants must complete and submit to the IRS Form 1023. Once federal tax exempt status is granted, the private non profit applies for State tax exempt status by completing Form CD-435 and submitting it to the N. C. Department of Revenue. — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — - Please attach proof of 501(c)(3) or IRS tax-exempt status to this page. Contract#68-2014 Senior Care of Orange County,Inc. ATTACHMENT N OUTCOMES AND REPORTING Orange County Department of Social Services By signing and submitting this document,the Contractor certifies that it agrees to the following: 1.The Contractor agrees to participate in program,fiscal and administrative monitoring and/or audits, making records and staff time available to Federal, State and County staff. 2. The Contractor agrees to take necessary steps for corrective action, as negotiated within a corrective action plan,for any items found to be out of compliance with Federal, State,and County laws,regulations, standards and/or terms of the Contract. 3. The Contractor agrees that continuation of and/or renewal of this Contract is contingent on meeting the following requirements. The Contractor agrees to: A. Provide Adult Day Health Services,according to the North Carolina State Standards for Certification,to clients referred by the County. B. Comply with all State licensing standards,all applicable accrediting standards and any other standards or criteria established by the North Carolina Department of Health and Human Services to assure quality of services C. 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. D. Maintain appropriate program records,client case files which document the provision of the agreed upon service(s); and maintain a valid authorization for services for each client determined to be eligible by the County and authorized by the County for service(s)provided under this agreement. E. Furnish financial and program data as required to document the basis for the reimbursement rate and to document that applicable standards have been met. F. Be responsible for compliance with the audit requirements of the Department of Health and Human Services. a. An annual audit is to be performed in accordance with OMB Circular A-110 by an "independent auditor." "Independent auditor"means either: L A state government auditor for the Department of Human Resources or the Department of Administration,Office of the State Auditor; or ii. A certified public accountant. b. Upon completion of the audit,a copy of the audit report must be forwarded to the County. G. Notify the County of participant absences of more than 5 days. H. Notify the County, in a timely manner, of significant changes in the clients' conditions or situations. Outcomes (06/04) Page 1 of 2 Contract#68-2014 L ' Senior Care of Orange County,Inc. y` �1►�2L1� Signature Title io,r o I 2 � Agency/Orga tion J Date (Certification signature should be same as Contract signature.) Outcomes (06/04) Page 2 of 2 North Carolina Department of Health and Human Services Division of Aging and Adult Services This is to Certify that a Certificate is hereby granted to operate an: Adult Day Care/Day Health Center known as Florence Gray Soltys Adult Day Heal th Program located in the County of Orange, North Carolina. This Certificate is issued subject to the statutes of North Carolina and the Rules adopted by the North Carolina Social Services Commission, is not transferable, and shall expire January 31, 2015 unless revoked before that date. Capacity: 29 Certification Status: Full Dennis W.Streets,Director,Division of Aging&Adult Services • February 11, 2014 4L tt't� Date Issued n. QUAM This Certificate Remains the Property of the State Client#:955852 04SENIOCAR1 ACORDT. CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) 07/25/2014 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 endorsement(s). PRODUCER CONTACT NAME: BB&T Insurance Services, Inc. PHONE 888 743-2217 FAX 8888279861 A/C No,Ext: AIC,No 414 Gallimore Dairy Road E-MAIL Suite F ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Greensboro,NC 27409 INSURER A:Evanston Insurance Company 35378 INSURED INSURER B:Riverport Insurance Company 36684 Senior Care of Orange County Attn Day Health Cent INSURER C:Travelers Casualty&Surety Co 31194 PO Box 8181 INSURER D: Hillsborough, NC 27278-8181 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 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 CONTRACTOR 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. LT R TYpE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTR INSR WVD POLICY NUMBER MM/DDIYYYY MM/DD LIMITS A GENERAL LIABILITY SM901844 7/13/2014 07/131201 EACH OCCURRENCE $1 000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Ea occurrence $50 000 X CLAIMS-MADE OCCUR MED EXP(Any one person) $5,000 X BI/PD Ded:5,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ POLICY JEC7 LOG $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ H $ AUTOS Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB HCLAIMS-MADE AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION WC329001526503 2/08/2014 02108/201 X WC STATU- OTH- AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $100,000 OFFICER/MEMBER EXCLUDED? � N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $100,000 If yes,describe under DESCRIPTION OF OPERATIONS below I E.L.DISEASE-POLICY LIMIT $500,000 A Errors&Omission SM901844 07/13/2014107/13/2015 $1,000,000/$3,000,000 C Crime 105613156 5/15/2013 05115/201 $100,000 Ded: $1,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) Miscellaneous Coverage-Professional Liability-Pol.#SM901844 Professional Liability Limit#1: 1,000,000 Ded.#1: $5,000.00 Limit#2:3,000,000 (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION Senior Care of Orange County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Day Health Center ACCORDANCE WITH THE POLICY PROVISIONS. For Information Only PO Box 8181 AUTHORIZED REPRESENTATIVE Hillsborough, NC 27278-8181 ,pp A� kk. �AQ� ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010105) 1 of 2 The ACORD name and logo are registered marks of ACORD #S12735871/M12735867 JUSC DESCRIPTIONS (Continued from Page 1) **Workers Comp Information** Proprietors/Partners/Executive Officers/Members Excluded: Jack Chestnut, president Jerry Passmore,secretary Ed Flowers Mary Ann Peter Food and Beverages consumed on insured's premises are covered under the operations coverage of the General Liability policy. SAGITTA 25.3(2010/05) 2 of 2 #S12735871/Ml2735867 NO, R H CAROLINA NCACC Risk Management Pools ASSOCIATION OF COUNTY COMMISSIONERS Liability and Property NCACC LIABILITY AND PROPERTY POOL COVERAGE CONTRACT GENERAL DECLARATIONS Participant SENIOR CARE OF ORANGE COUNTY, INC. Address 105 MADOWLAND DRIVE,#105 HILLSBOROUGH, NC 27278 Contract number LP-SE-525-14 Contract Period July 1, 2014 to July 1,2015 Effective Time 12:01 A.M., Eastern Daylight Time Pool Sponsored by North Carolina Association of County Commissioners 215 North Dawson Street Raleigh, North Carolina 27602 Pool Adminstered by North Carolina Association of County Commissioners 215 North Dawson Street Raleigh, North Carolina 27602 Claims Administrator Sedgwick Claims Management Services, Inc. 5260 Parkway Plaza Boulevard, Suite 190 Charlotte, North Carolina 28217 NCACC RMP General Declarations Page Edition 7/1/2014 Issued 6/27/2014 N o R T H C A R O I I N A NCACC Risk Management Pools ASSOCIATION OF COUNTY COMMISSIONERS Liability and Property SECTION I PROPERTY & INLAND MARINE COVERAGE CONTRACT DECLARATIONS Participant SENIOR CARE OF ORANGE COUNTY, INC. Contract Number LP-SE-525-14 Contract Period July 1,2014 to July 1,2015 Effective Time 12:01 A.M., Eastern Daylight Time SCHEDULE OF PROPERTY AND INLAND MARINE LIMITS Real and Personal Property coverage: Blanket Limit $8,000 Inland Marine coverage: Blanket Limit $0 (including, but not limited to: Mobile equipment, voting machines, mobile radios, telephone equipment, communications towers, landfill equipment, and miscellaneous equipment. Dogs or Horses: Declared and Schedule values) $0 DEDUCTIBLES Real and Personal Property er Occurrence $1,000 Inland Marine per Occurrence $1,000 Flood per Occurrence $25,000 Earthquake per Occurrence $25,000 Terrorism per Occurrence $10,000 Mold per Occurrence $10,000 2%Wind Deductible NO The following conditions apply to certain property and inland marine: Any building over$1,000,000 in value and over fifty(50)years old requires an appraisal if replacement cost is to apply. Otherwise, coverage shall be made on an actual cash value basis. With regard to Law Enforcement Dogs& Horses values must be declared for coverage to apply. If a new exposure is acquired by the Participant/Member during the year, such new exposure must be reported for coverage to apply. This applies to exposures for which a limit is not already shown on this Property and Inland Marine Contract Declarations page of automatically covered in the Property Coverage document. Any single item of Fine Arts valued over$250,000 must be scheduled and have a recent appraisal. Coverage Extensions NCACC RMP Property and Inland Marine Declarations Page Edition 7/1/2014 Issued 1 6/27/2014 The following Sub limits apply on a per occurrence basis, unless otherwise stated. Any Sub limit shown as an annual aggregate applies per occurrence and to all losses for that peril/coverage in the aggregate during the contract term. For additional coverages and sub-limits are found in the Property Coverage document, under 7. Limits of Liability and a description of the coverage is found under the PROPERTY DAMAGE-SECTION B, 3. ADDITIONAL COVERAGES section of the PROPERTY COVERAGE document. Coverage Limits Animal Mortality Coverage applies if scheduled and endorsed Landfill fires: Cost of extinguishing (any one occurrence/annual aggregate) $250,000 annual aggregate TIME LIMITS OR LIMITATIONS In Addition to the time limits shown elsewhere in this Contract,the following app : Automatic Coverage 90 Day Period Interruption by Civil Authorities 30 Day Period Ingress/Egress 30 Day Period Extended Period of Indemnity 180 Day Period Shared Reinsurance Limits: Earthquake: $5,000,000 limit per Occurrence subject to a$5,000,000 annual aggregate with a Shared Reinsurance Limit with other members of CRL, Inc. of$300,000,000 annual aggregate. Flood Coverage(Zones A and V)-$1,000,000 limit per Occurrence with a$1,000,000 annual aggregate with a Shared Reinsurance Limit with other members of CRL, Inc. of a$20,000,000 annual aggregate. Flood Coverage (Zones other than A and V)-$5,000,000 limit per Occurrence with a$5,000,000 annual aggregate with a Shared Reinsurance Limit with other members of CRL, Inc. of$200,000,000 annual aggregate. NAMED STORM including storm surge - $50,000,000 limit per member of the Pool with a with a limitation of$200,000,000 for all locations combined within Tier One and Tier Two and with a Shared Reinsurance Limit with other members of CRL, Inc. of a maximum of $300,000,000 for all other locations. NCACC RMP Property and Inland Marine Declarations Page Edition 7/1/2014 Issued 2 6/27/2014 N O R T H C A R O L I N A NCACC Risk Management Pools ASSOCIATION OF COUNTY COMMISSIONERS Liability and Property SECTION III BUSINESS AUTOMOBILE COVERAGE CONTRACT DECLARATIONS Participant SENIOR CARE OF ORANGE COUNTY,INC. Contract Number LP-SE-525-14 Contract Period July 1,2014 to July 1,2015 Effective Time 12:01 A.M., Eastern Daylight Time SCHEDULE OF COVERAGES AND COVERED AUTOMOBILES COVERAGE COVERED AUTOMOBILES LIMIT per accident) Automobile Liability Any Covered Automobile $2,000,000 Out of State No-Fault An Covered Automobile State Law Minimum Comprehensive and Collision Automobiles shown on schedule Actual Cash Value of Vehicle of vehicles to include Automobile unless otherwise indicated Physical Damage coverage Comprehensive and Collision Fire Trucks,Ambulances and other $0 Specialized Vehicles where a Replacment Cost value is shown on the Schedule of Vehicles Uninsured/Underinsured Any Covered Automobile $1,000,000(see endorsement) Motorist Coverage DEDUCTIBLES Automobile Liability Iso Out of State No-Fault j$1,000 Comprehensive and Collision $1,000 NCACC RMP Business Automobile Declarations Page Issued Edition 7/1/2014 6/27/2014 Client#:955852 04SENIOCARI DTE(MMI DD/ _ ACORDTM CERTIFICATE OF LIABILITY INSURANCE 1 07/25/20114 4 07/25 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 endorsement(s). PRODUCER C ACT NAME: BB&T Insurance Services,Inc. PHONE ggg 743-2217 8888279861 A1C No,Ext: (AtC,No): 414 Gallimore Dairy Road E-MAIL ADDRESS: Suite F INSURER(S)AFFORDING COVERAGE NAIC# Greensboro,NC 27409 INSURER A:Evanston Insurance Company 35378 INSURED INSURER B:Riverport Insurance Company 36684 Senior Care of Orange County INSURER C:Travelers Casualty&Surety Co 31194 Attn Day Health Cent INSURER D PO Box 8181 INSURER E: Hillsborough,NC 27278-8181 INSURER F COVERAGES CERTIFICATE NUMBER: 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 CONTRACTOR 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. LT TYPE OF INSURANCE ADDLSUBR POLICY EFF POLICY EXP LIMITS INSR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A GENERAL LIABILITY SM901844 7/13/2014 07/13/2015 EA_CH OCCURRENCE $1,000,000 _ X COMMERCIAL GENERAL LIABILITY pq,y{AGE TO RENTED PREMISES Ea occurrence $50,000 X CLAIMS-MADE 1:1 OCCUR MED EXP(Any one person) $5,000 X BI/PD Ded:5,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ POLICY PRO JECT LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident ANY AUTO BODILY INJURY(Per person) $ ALL SCHEDULED BODILY INJURY(Per accident $ AUTOS S P AUTOS ( ) NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION WG329001526503 2/0812014 p21p8J2p1 X WC STATU- OTH- AND EMPLOYERS'LIABILITY ...... .._ ANY PROPRIETOR/PARTNER/EXECUTIVE YIN N E.L.EACH ACCIDENT $100,000 OFFICER/MEMBER EXCLUDED? I NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $100,000 If yes,describe under ---- - DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $500,000 A Errors&Omission SM901844 7/13/2014 07113/201 $1,000,000/$3,000,000 C Crime 105613156 5/15/2013 05/151201 $100,000 Ded:$1,000 1 1 1 r — —1 DESCRIPTION OF OPERATIONS/LOCATIONS t VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) Miscellaneous Coverage-Professional Liability-Pol.#SM901844 Professional Liability Limit#1:1,000,000 Ded.#1:$5,000.00 Limit#2: 3,000,000 (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION Senior Care of Orange County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn:Day Health Center ACCORDANCE WITH THE POLICY PROVISIONS. For Information Only PO Box 8181 AUTHORIZED REPRESENTATIVE Hillsborough,NC 27278-8181 O 1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 2 The ACORD name and logo are registered marks of ACORD #S12735871/M12735867 JUSC . . . ~ DESCRIPTIONS (Continued from Page 1) Workers Comp Information** Proprietors/Partners/Executive Officers/Members Excluded: Jack Chestnut, president Jerry Passmore,secretary Ed Flowers Mary Ann Peter Food and Beverages consumed on insured's premises are covered under the operations coverage of the General Liability policy.