HomeMy WebLinkAbout2014-418 DSS - CNC/Access, Inc. dba ResCare Home Care to provide in home health services for DSS clients $415,647 �0_41 ?
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Contract#R68-2012
CNC/Access,Inc. d/b/a ResCare HomeCare
CONTRACT# 68-2012 Fiscal Year Begins Jul 1 2014 Ends June 30,2015
NORTH CAROLINA
ORANGE COUNTY
IN-HOME AIDE PROVIDER SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into this _ day of 2014 by and
between Orange County, North Carolina for and on behalf of the Orange County Department of Social
Services and the Orange County Department of Aging (the "County"); and CNC/Access, Inc. d/b/a
ResCare HomeCare (the "Contractor") whose federal tax identification number or Social
Number is: 05-0422187
WITNESSETH:
For the purpose and subject to the terms and conditions hereinafter set forth,the County hereby
contracts for the services of the Contractor,and the Contractor agrees to provide the services to the
County in accordance with the terms of this Agreement.
1. Contract Documents: This Agreement consists of this document as well as each of the
documents listed below as indicated(collectively referred to as the"Contract Documents"). If the word
"Yes"appears beside the title of the contract document at the time both parties execute this Agreement,
then that document is included as part of this Agreement. If the word"No"appears beside the title of the
contract document at the time both parties execute this Agreement,then that document is not included as
part of this Agreement. Each of the Contract Documents made part hereof are attached hereto and
incorporated herein by reference to the same:
TITLE OF CONTRACT DOCUMENT YES/NO
(1) The General Terms and Conditions (Attachment A) YES
(2) The Scope of Work,services,and rate(Attachment B) YES
(3) Federal Drug Free Workplace&Nondiscrimination Certification(Attachment C) YES
(4) Conflict of Interest Policy(Attachment D) YES
(5) No Overdue Taxes Certification(Attachment E) YES
(6) Certification Regarding Lobbying(Attachment G) YES
(7) Certification Regarding Debarment(Attachment H) YES
(8) Business Associate Addendum(Attachment I) YES
(9) Certification Regarding Transportation(Attachment J) YES
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CNC/Access,Inc.d/b/a ResCare HomeCare
(10) Outcomes&Reporting(Attachment N) YES
(11) Contract Determination Questionnaire YES
2. Precedence Among Contract Documents: In the event of a conflict between or among the
terms of the Contract Documents and this Agreement,the terms of this Agreement shall control. In the
event of a conflict between or among the terms of the Contract Documents,then the Contract Documents
with the highest relative precedence shall prevail. The order of precedence shall be the order of
documents as listed in Section 1,above,with Attachment A having precedence over Attachment B and so
forth. If there are multiple Contract Amendments,the most recent amendment shall have the highest
precedence and the oldest amendment shall have the lowest precedence.
3. Effective Period: This Agreement shall be effective from July 1,2014 through June 30,2015.
4. Contractor's Duties: The Contractor shall provide the services to the County described in
Attachment B in accordance with the approved rate as described in Attachment B,Scope of Work,and
shall meet the requirements set forth in Attachment N,Outcomes and Reporting.
5. County's Duties: The County shall pay the Contractor in the manner and in the amounts
specified in the Contract Documents.
(a) The total amount paid by the County to the Contractor under this Agreement for the
provision of services to the Department of Social Services shall not exceed:$415,647. This amount
consists of$415,647 in Federal,State and County funds(CFDA # ),$0(source of
other funds if applicable).
(b) The total amount paid by the County to the Contractor under this Agreement for the
provision of services to the Department on Aging shall not exceed: $75,000. This amount consists of
$75,000 in Federal,State and County funds(CFDA# ),$0(source of other funds if
applicable).
(c) `There are no matching requirements from the Contractor:
❑ (d) The Contractor's snatching requirement is$ ,which shall consist of.
❑ In-kind ❑Cash
❑ Cash and In-kind ❑ Cash and/or In-kind
The contributions from the Contractor for matching requirements for the provision of services to
the Department of Social Services shall be sourced from non-federal funds.
6. Reportine Requirements: Contractor shall comply with audit requirements as described in
N.C.G.S. § 143-6-22&23 and OMB Circular A-133.
7. Payment Provisions: Payment shall be made in accordance with the Contract Documents as
described in the Scope of Work,Attachment B.
8. Contract Administrators: All notices permitted or required to be given by one Party to the
other and all questions about the contract from one Party to the other shall be addressed and delivered to
the other Party's Contract Administrator. The name, post office address,street address,telephone
Contract#68-2012
CNC/Access,Inc.dlbfa ResCare HomeCare
number,fax number,and email address of the Parties'respective initial Contract Administrators are set
out below. Either party may change the name, post office address,street address,telephone number,fax
number,or email address of its Contract Administrator by giving timely written notice to the other Party.
For Services Performed on Behalf of the Department of Social Services:
IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS
Renee Bynum,Adult Services Supervisor Renee Bynum,Adult Services Supervisor
Orange County Department of Social Services Orange County Department of Social Services
P.O. Box 8181 113 Mayo Street
Hillsborough,NC 27278 Hillsborough,NC 27278
(919)245-2881
(919)644-3005
b nurn cr)co.oran e.ne,us
For Services Performed on Behalf of the Department on A i ne:
IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS
Janice Tyler,Director Janice Tyler,Director
Orange County Department on Aging Orange County Department on Aging
2551 Homestead Road 2551 Homestead Road
Chapel Hill,NC 27516 Chapel Hill,NC 27516
(919)968-2071
't ler a co.oran e.nc.us
For the Contractor:
IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS
Malissa Pompey Malissa Pompey David Rhodes&General Counsel
CNC Access, Inc. CNC Access, Inc. ResCare HorrmeCare
830 Tyvola Road 830 Tyvola Road or 9901 Linn Station Rd
Suite 104A Suite 104A ' Louisville, KY 40223
Charlotte,NC 28217 Charlotte,NC 28217
(704)405-9035
9. No Assienment or Sub-Contract: Contractor shall not sub-contract out any of the services
provided for in this Agreement or make any assignment of this Agreement(including rights to payments)
without the prior written Consent of the County as specified more fully in Attachment A, General Terms
and Conditions.
10. Supplementation of Expenditure of Public Funds: The Contractor assures that funds
received pursuant to this contract shall be used only to supplement,not to supplant,the total amount of
federal,state and local public funds that the Contractor otherwise expends for contract services and
related programs.Funds received under this contract shall be used to provide additional public funding for
Contract#68-2012
CNC/Access,Inc.d/b/a ResCare HomeCare
such services; the funds shall not be used to reduce the Contractor's total expenditure of other public
funds for such services.
11. Disbursements: As a condition of this contract,the Contractor acknowledges and agrees
di
to make sbursements in accordance with the following requirements:
(a) Implement adequate internal controls over disbursements;
(b) Pre-audit all vouchers presented for payment to determine:
• Validity and accuracy of payment
• Payment due date
• Adequacy of documentation supporting payment
• Legality of disbursement
(c) Assure adequate control of signature stamps/plates;
(d) Assure adequate control of negotiable instruments; and
(e) Implement procedures to insure that account balance is solvent and reconcile the account
monthly.
12. Outsourcing to Other Countries: The Contractor certifies that it has identified to the
County all jobs related to the contract that have been outsourced to other countries, if any.The Contractor
further agrees that it will not outsource any such jobs during the term of this contract without providing
notice to the County.
13. Federal Certifications: Individuals and Organizations receiving federal funds must
ensure compliance with certain certifications required by federal laws and regulations. The contractor is
hereby complying with Certifications regarding Nondiscrimination, Drug-Free Workplace Requirements,
Environmental Tobacco Smoke,Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower
Tier Covered Transactions,and Lobbying. These assurances and certifications are to be signed by the
contractor's authorized representative.
14. Relationshia of the Parties: Contractor is an independent contractor of the County.
Contractor represents that it has or will secure, at its own expense, all personnel required in performing
the services under this Agreement. Such personnel shall not be employees of or have any contractual
relationship with the County. All personnel engaged in Work under this Agreement shall be fully
qualified and shall be authorized or permitted under state and local law to perform such services. It is
further agreed by Contractor that it shall obey all State and Federal statutes, rules and regulations which
are applicable to provisions of the services called for herein. Neither Contractor nor any employee of the
Contractor shall be deemed an officer,employee or agent of the County.
15. Termination: This Agreement may be terminated as specified in Attachment A, General
Terms And Conditions.
15. Insurance Requirements: Contractor shall obtain, at its sole expense, all insurance as
required in Attachment A,General Terms And Conditions.
17. Indemnification: Contractor agrees to defend, indemnify, and hold harmless the County, for all
loss, liability, claims or expense (including reasonable attorney's fees) arising from bodily injury,
including death or property damage,to any person or persons caused in whole or in part by Contractor in
accordance with Attachment A, General Terms And Conditions. It is the intent of this Section that
Contractor indemnify County to the full extent permitted by law.
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CNC/Access,Inc.d/b/a ResCare HomeCare
18. Entire Agreement: The parties have read this Agreement, including the Contract Documents,
and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive
statement of the Agreement between the parties.
19. Interpretation: When the context in which words are used in this Agreement indicates that such
is the intent,words shall in the singular number shall include the plural and vice versa. The masculine
gender shall include the feminine and neuter.
IN WITNESS WHEREOF,the County and the Contractor have been first duly authorized,have
executed and entered into this Agreement as of the day and year first above written.
Contract#68-2012
CNC/Access,Inc.d/b/a ResCare HomeCare
CNC/ACCES INC. D/B/A RESCARE HOMECARE
By:
Signature Date
David Rhodes Operations Officer
Printed Name Title
ORANGE COUNTY,NORTH CAROLINA �L
By' 7 f 11
Bonnie B. Hammersley,County Maloer Date
NAME OF SUPERVISING DEPARTMENTS
OhIS N
Nancy Costo ocial Services Department Director Signature Date
/-.Y-/gl
Janie ler, Departmentc6f Aging Director Signature Date
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal
Control Act.
C1r11111 A
Clarence G.Grier,Asst. County Manager/CFO Date
ThiiT h en approved as to form and legal sufficiency.
$ l 4-
Annet o r ,,Count Attorney's Office Date
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CNC/Access,Inc.d/b/a ResCare HomeCare
ATTACHMENT A
GENERAL TERMS AND CONDITIONS
Orange County Department of Social Services and Department on Aging
Relationships of the Parties and Contractor that any such person or entity,other than
the County or the Contractor,receiving services or benefits
Independent Contractor: The Contractor is and shall be under this contract shall be deemed an incidental
deemed to be an independent contractor in the performance beneficiary only.
of this contract and as such shall be wholly responsible for
the work to be performed and for the supervision of its 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
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Contract#68-2012
CNC/Access,Inc.d/b/a ResCare HomeCare
(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 f6r 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.
0) 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,
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CNC/Access,Inc.d/b/a ResCare HomeCare
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(8)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
a]l 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 aperiod 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
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CNC/Access,Inc.d/b/a ResCare HomeCare
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,middleware,custom or thereof
commercial software,or internal components,subroutines,
and interfaces therein)that perform any date and/or time Time of the Essence: Time is of the essence in the
data recognition function, calculation,or sequencing will performance of this contract.
support a four digit year format and will provide accurate
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 ofthe conditions encouraged to review Executive Order 24 and G.S. Sec.
of G.S. 105-164.8(b)and yet refuse to collect use taxes on 133-32.
sales of tangible personal property to purchasers in North
Carolina. The conditions include: (a) maintenance of a Key Personnel: The Contractor shall not replace any of
retail establishment or office; (b) presence of the key personnel assigned to the performance of this
representatives in the State that solicit sales or transact contract without the prior written approval of the County.
business on behalf of the vendor; and (c) systematic The term "key personnel' includes any and all persons
exploitation of the market by media-assisted, media- identified as such in the contract documents and any other
facilitated, or media-solicited means. The Contractor persons subsequently identified as key personnel by the
certifies that it and all of its affiliates (if any) collect all written agreement of the parties.
required taxes.
Care of Property:!The Contractor agrees that it shall be
Miscellaneous responsible for the proper custody and care of any property
furnished to it for use in connection with the performance
Choice of Law: The validity of this contract and any of its of this contract and will reimburse the County for loss of,
terms or provisions,as well as the rights and duties 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.
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pursue the same goal. The County's living wage hourly
Advertising: The Contractor shall not use the award of standard, as adopted by the Orange County Board of
this contract as a part of any news release or commercial County Commissioners annually, can be found in the
advertising. Orange County Budget Ordinance. To the extent possible,
Orange County recommends that the Contractor and all
Orange County Living Wage: Orange County is subcontractors provide a living wage, as defined in this
committed to providing its employees with a living wage section,to their employees.
and encourages agencies to which it provides funding to
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ATTACHMENT B
SCOPE OF WORK
Orange County Department of Social Services and Orange County Department on Aging
Federal Tax Id.or SSN 7
Contract# 68-2012
A. CONTRACTOR INFORMATION
1. Contractor Agency Name: CNC/Access Inc d/b/a ResCare HomeCare
2. Ifdierent from Contract Administrator Information in General Contract:
Address
Telephone Number: Fax Number. Email:
3. Name of Program(s): In-Home Services
4. Status: ( )Public ( )Private,Not for Profit (X)Private,For Profit
5. Contractor's Financial Reporting Year July 1.2014 through June 30,2015
B. Explanation of Services to be provided and to whom(include SIS Service Code): The
Contractor will provide employees to perform in-home services for the Department of Social
Services' clients and the Department on Aging's clients,at the level,amount and frequency
specified by the social worker in the In-Home Aide Services Plan. (SIS Code 042)The
Contractor will provide Level 11 Home Management and Level III Personal Care. The Contractor
is required to meet all goals and outcomes listed in Attachment N.
C. Rate per unit of Service(define the unit):
1. If Standard Fixed Rate,Maximum Allowable;(See Rates for Services Chart)
$14.40/hour
2.Negotiated County Rate.
D. Number of units to be provided:
E. Details of Billing process and Time Frames;The County will reimburse the Contractor for
services described in this contract up to the budgetary limits of the contract allotment. The
County will reimburse the Contractor at a rate of$14.40/hour for approved services provided. For
reimbursement,the Contractor must submit an original and two copies of an invoice by the fifth
of the month for the preceding month's expenditures to the designated County Administrator. All
invoices for the provision of services to the Department of Social Services shall be submitted to
the Administrator for said Department. All invoices for the provision of services to the
Department on Aging shall be submitted to the Administrator for said Department. The County
will reimburse the Contractor monthly upon receipt of a complete and correctly filed report.
Contract-Scope of Work(06/04) Page i of 2
Contract#68-2012
CNC/Access,Inc.d/b/a ResCare HomeCare
F.Area to be served/Delivery site(s): Orange County
jam; /1
G
Nancy C000n,Social Services Director (Signature of Contractor)
David Rhodes, Operations Officer
(Date Submitted) _ (Date Submitted)
Ja c Tylcr,Aging Di ector
(Date Submitted)
Contract-Scope of Work(06/04) Page 2of 2
Contract#68-2012
CNC/Access,Inc.d/b/a ResCare HomeCare
ATTACHMENT C
CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS
AND CERTIFICATION REGARDING NONDISCRIMINATION
Orange County Department of Social Services
I. By execution of this Agreement the Contractor certifies that it will provide a drug-free workplace by:
A. Publishing a statement notifying employees that the unlawful manufacture,distribution,
dispensing,possession or use of a controlled substance is prohibited in the Contractor's
workplace and specifying the actions that will be taken against employees for violation of such
prohibition;
B. Establishing a drug-free awareness program to inform employees about:
(1)The dangers of drug abuse in the workplace;
(2)The Contractor's policy of maintaining a drug-free workplace;
(3)Any available drug counseling,rehabilitation,and employee assistance programs;and
(4)The penalties that may be imposed upon employees for drug abuse violations
occurring in the workplace;
C. Making it a requirement that each employee be engaged in the performance of the agreement be
given a copy of the statement required by paragraph(A);
D. Notifying the employee in the statement required by paragraph(A)that,as a condition of
employment under the agreement,the employee will:
(1)Abide by the terms of the statement;and
(2)Notify the employer of any criminal drug statute conviction for a violation occurring
in the workplace no later than five days after such conviction;
E. Notifying the County within ten days after receiving notice under subparagraph(D)(2)from an
employee or otherwise receiving actual notice of such conviction;
F. Taking one of the following actions,within 30 days of receiving notice under subparagraph
(D)(2),with respect to any employee who is so convicted:
(1)Taking appropriate personnel action against such an employee,up to and including
termination;or
(2)Requiring such employee to participate satisfactorily in a drug abuse assistance or
rehabilitation program approved for such purposes by a Federal,State,or local health,
law enforcement,or other appropriate agency and
Making a good faith effort to continue to maintain a drug-free workplace through implementation of
paragraphs(A),(B),(C),(D),(E),and(F).
Federal Certification-Drug-Free Workplace(07/10) Page I of 2
Contract#68-2012
CNC/Access,Inc.d/b/a ResCare HomeCare
II. The site(s)for the performance of work done in connection with the specific agreement are listed
below:
1 4011 University Dr.Suite 201
(Street address)
Durham, NC 27707
(City,county,state,zip code)
2.
(Street address)
(City,county,state,zip code)
Contractor will inform the County of any additional sites for performance of work under this agreement.
False certification or violation of the certification shall be grounds for suspension of payment,suspension
or termination of grants,or government-wide Federal suspension or debarment(45 C.F.R.Section
82.510. Section 4 CFR Part 85,Section 85.615 and 86.620).
CERTIFICATION REGARDING NONDISCRIMINATION
The Vendor certifies that it will comply with all Federal statutes relating to nondiscrimination.These
include but are not limited to:(a)Title VI of the Civil Rights Act of 1964(P.L. 88-352)which prohibits
discrimination on the basis of race,color or national origin;(b)Title IX of the Education Amendments of
1972,as amended(20 U.S.C. §§1681-1683,and 1685-1686),which prohibits discrimination on the basis
of sex; (c)Section 504 of the Rehabilitation Act of 1973,as amended(29 U.S.C. §794),which prohibits
discrimination on the basis of handicaps;(d)the Age Discrimination Act of 1975,as amended(42 U.S.C.
§§6101-6107),which prohibits discrimination on the basis of age; (e)the Drug Abuse Office and
Treatment Act of 1972(P.L.92-255),as amended,relating to nondiscrimination on the basis of drug
abuse;(f)the Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation
Act of 1970(P.L.91-616),as amended,relating to nondiscrimination on the basis of alcohol abuse or
alcoholism;(g)Title VIII of the Civil Rights Act of 1968(42 U.S.C. §§3601 et seq.),as amended,
relating to nondiscrimination in the sale,rental or financing of housing;(h)the Food Stamp Act and
USDA policy,which prohibit discrimination on the basis of religion and political beliefs; and(i)the
requirements of any other nondiscrimination statutes which may apply to this Agreement.
Operations Officer
Signature David Rh des Title
CNC/Access, Inc.dba ResCare HomeCare '� ►1�
Agency/Organization Date
(Certification signature should be same as Contract signature.)
Federal Certification-Drug-Free Workplace(07/10) Page 2 of 2
A
•
Res C,�
HonvCare
Respect and Care at Home
JULY 11,2014
CONFLICTS OF INTEREST STATEMENT
Employees shall not engage in any activities that conflict or might appear to conflict with
the interests of CNC/Access, Inc. and shall bring to the attention of the Compliance Department
any information about any actual or apparent conflicts of interest involving employees or others
with respect to CNC /Access, Inc.
A conflict of interest occurs when an employee's private interests interfere in any way
with the interests of CNC / Access, Inc. A conflict of interest may also exist if the demands of
any outside activities distract you from the performance of your job or cause you to use CNC /
Access, Inc. resources for other than CNC / Access, Inc. purposes. An employee's obligation to
conduct CNC / Access, Inc.'s business in an honest and ethical manner includes the ethical
handling of actual or apparent conflicts of interest between personal and professional
relationships. You must remain free of conflicts of interest for the proper performance of your
responsibilities.
Before making any investment, accepting any position or benefits, participating in any
transaction or business arrangement or otherwise acting in a manner that creates or appears to
create a conflict of interest, an employee must make full disclosure of all facts and circumstances
to the Legal Department, and obtain the prior written approval of General Counsel. The
disclosure obligations of employees extend to disclosure of changed circumstances relating to
apparent or actual conflicts of interest.
Signed: G/
Name: David Rhodes, Operations Officer
Date: I!11 114
SUBSCRIBED AND SWORN TO before me by David Rhodes, Operations Officer of
CNC /Access, Inc., on the 1 f" day of July, 2014.
My Commission expires: 101IC1-"' I
' ResCare
O�' HonwGire
Respect and Care at Home
ATTACHMENT E - OVERDUE TAXES
July 11, 2014
To: Orange County Department of Social Services and Orange County Department on Aging
Certification:
We certify that the CNC/"Access;-lri dba ResCare HomeCare does not have any overdue tax debts,
as defined by N.C.G.S. 105-243.1, at the federal, State, or local level. We further understand that any
person who makes a false statement in violation of N.C.G.S. 143C-6-23(c)is guilty of a criminal offense
punishable as provided by N.C.G.S. 143C-10-1 (b).
Sworn Statement:
David Rhodes, Operations Officer being duly sworn, say that I am the Operations of CNC/Access, Inc
dba ResCare HomeCare in the State of North Carolina: and that the foregoing certification is true,
accurate and complete to the best of our knowledge and was made and subscribed by us. We also
acknowledge and un,"rstand that any misuse of State funds will be reported to the appropriate
authorities for f e action. �, ; BL/ •,
David Rhodes, Operations Officer
0%.
ti
Sworn to and subscribed before me on the day of the date of said certification �`e STA-M
�, �, o'NMt88'tON
My Commission Expires: G! 2.L
G.S. 105-243.1 defines: Overdue tax debt. —Any part of a tax debt that remains unpaid 90 days or more after the
notice of final assessment was mailed to the taxpayer.The term does not include a tax debt, however,if the taxpayer
entered into an installment agreement 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"
Contract#68-2012
CNC/Access,Inc.d/b/a ResCare HomeCare
ATTACHMENT G
CERTIFICATION REGARDING LOBBYING
Orange County Department of Social Services and Orange County Department on Aging
Certification for Contracts.Grants.Loans and Cooperative Agreements
The undersigned certifies,to the best of his or her knowledge and belief,that:
(1) No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned,to
any person for influencing or attempting to influence an officer or employee of any Federal,state or
local government agency,a Member of Congress,a Member of the General Assembly,an officer or
employee of Congress,an officer or employee of the General Assembly,an employee of a Member
of Congress,or an employee of a Member of the General Assembly in connection with the awarding
of any Federal or state contract,the making of any Federal or state grant,the making of any Federal
or state loan,the entering into of any cooperative agreement,and the extension,continuation,
renewal,amendment,or modification of any Federal or state contract,grant,loan,or cooperative
agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for
influencing or attempting to influence an officer or employee of any Federal,state or local
government agency,a Member of Congress,a Member of the General Assembly,an officer or
employee of Congress,an officer or employee of the General Assembly,an employee of a Member
of Congress,or an employee of a Member of the General Assembly in connection with the awarding
of any Federal or state contract,the making of any Federal or state grant,the making of any Federal
or state loan,the entering into of any cooperative agreement,and the extension,continuation,
renewal,amendment,or modification of any Federal or state contract,grant, loan,or cooperative
agreement,the undersigned shall complete and submit Standard Form LLL, "Disclosure Form to
Report Lobbying," in accordance with its instructions.
(3) The undersigned shall require that the language of this certification be included in the award
documents for all subawards at all tiers(including subcontracts,subgrants,and contracts under
grants,loans,and cooperative agreements)and that all subrecipients shall certify and disclose
accordingly.
(4) This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for making or
entering into this transaction imposed by Section 1352,Title 31,US.Code. Any person who fails
to file the required certification shall be subject to a civil penalty of not less than$10,000 and not
more than$100,000 for each such failure.
Notwithstanding other provisions of federal OMB Circulars A-122 and A-87,costs associated with the
following activities are unallowable:
Paragraph A.
(1) Attempts to influence the outcomes of any Federal, State,or local election,referendum,initiative,or
similar procedure,through in kind or cash contributions,endorsements,publicity, or similar activity;
(2) Establishing,administering,contributing to,or paying the expenses of a political party,campaign,
political action committee,or other organization established for the purpose of influencing the
outcomes of elections;
(3) Any attempt to influence:(i)The introduction of Federal or State legislation;or(ii)the enactment or
modification of any pending Federal or State legislation through communication with any member
or employee of the Congress or State legislature(including efforts to influence State or local
Federal Certification—Lobbying(07/08) Page I of 3
Contract#68-2012
CNC/Access,Inc.d/b/a ResCare HomeCare
officials to engage in similar lobbying activity),or with any Government official or employee in
connection with a decision to sign or veto enrolled legislation;
(4) Any attempt to influence:(i)The introduction of Federal or State legislation;or(ii)the enactment or
modification of any pending Federal or State legislation by preparing,distributing or using publicity
or propaganda,or by urging members of the general public or any segment thereof to contribute to
or participate in any mass demonstration,march,rally,fundraising drive,lobbying campaign or
letter writing or telephone campaign;or
(5) Legislative liaison activities,including attendance at legislative sessions or committee hearings,
gathering information regarding legislation,and analyzing the effect of legislation,when such
activities are carried on in support of or in knowing preparation for an effort to engage in
unallowable lobbying.
The following activities as enumerated in Paragraph B are excepted from the coverage of Paragraph A:
Paragraph B.
(1) Providing a technical and factual presentation of information on a topic directly related to the
performance of a grant,contract or other agreement through hearing testimony,statements or letters
to the Congress or a State legislature,or subdivision,member,or cognizant staff member thereof,in
response to a documented request(including a Congressional Record notice requesting testimony or
statements for the record at a regularly scheduled hearing)made by the recipient member, legislative
body or subdivision, or a cognizant staff member thereof;provided such information is readily
obtainable and can be readily put in deliverable form;and further provided that costs under this
section for travel,lodging or meals are unallowable unless incurred to offer testimony at a regularly
scheduled Congressional hearing pursuant to a written request for such presentation made by the
Chairman or Ranking Minority Member of the Committee or Subcommittee conducting such
hearing.
(2) Any lobbying made unallowable by subparagraph A(3)to influence State legislation in order to
directly reduce the cost,or to avoid material impairment of the organization's authority to perform
the grant, contract,or other agreement.
(3) Any activity specifically authorized by statute to be undertaken with funds from the grant,contract,
or other agreement.
Paragraph C.
(1) When an organization seeks reimbursement for indirect costs,total lobbying costs shall be
separately identified in the indirect cost rate proposal,and thereafter treated as other unallowable
activity costs in accordance with the procedures of subparagraph B.(3).
(2) Organizations shall submit,as part of the annual indirect cost rate proposal,a certification that the
requirements and standards of this paragraph have been complied with.
(3) Organizations shall maintain adequate records to demonstrate that the determination of costs as
being allowable or unallowable pursuant to this section complies with the requirements of this
Circular.
(4) Time logs,calendars, or similar records shall not be required to be created for purposes of
complying with this paragraph during any particular calendar month when:(1)the employee
engages in lobbying(as defined in subparagraphs(a)and(b))25 percent or less of the employee's
compensated hours of employment during that calendar month,and(2)within the preceding five-
year period,the organization has not materially misstated allowable or unallowable costs of any
nature,including legislative lobbying costs. When conditions(1)and(2)are met, organizations are
not required to establish records to support the allowability of claimed costs in addition to records
already required or maintained.Also,when conditions(1)and(2)are met,the absence of time logs,
calendars,or similar records will not serve as a basis for disallowing costs by contesting estimates of
lobbying time spent by employees during a calendar month.
Federal Certification—Lobbying(07/08) Page 2 of 3
Contract##68-2012
CNC/Access,Inc.d/b/a ResCare HomeCare
(5) Agencies shall establish procedures for resolving in advance, in consultation with OMB,any
significant questions or disagreements concerning the interpretation or application of this section.
Any such advance resolution shall be binding in any subsequent settlements,audits or investigations
with respect to that grant or contract for purposes of interpretation of this Circular;provided,
however,that this shall not be construed to prevent a contractor or grantee from contesting the
lawfulness of such a determination.
Paragraph D.
Executive lobbying costs.Costs incurred in attempting to improperly influence either directly or indirectly,
an employee or officer of the Executive Branch of the Federal Government to give consideration or to act
regarding a sponsored agreement or a regulatory matter are unallowable.Improper influence means any
influence that induces or tends to induce a Federal employee or officer to give consideration or to act
regarding a federally sponsored agreement or regulatory matter on any basis other than the merits of the
matter.
Operations Officer
Signature David Rhodes Title
CNC/Access, Inc.dba ResCare HomeCare -11'( 110
Agency/Organization Date
(Certification signature should be same as Contract signature.)
Federal Certification—Lobbying(07/08) Page 3 of 3
Contract#68-2012
CNC/Access,Inc.d/b/a ResCare HomeCare
ATTACHMENT H
CERTIFICATION REGARDING DEBARMENT,SUSPENSION, INELIGIBILITY
AND VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS
Orange County Department of Social Services and Orange County Department on Aging
Instructions for Certification
1. By signing and submitting this proposal,the prospective lower tier participant is providing
the certification set out below.
2. The certification in this clause is a material representation of the fact upon which reliance
was placed when this transaction was entered into. If it is later determined that the prospective
lower tier participant knowingly rendered an erroneous certification,in addition to other
remedies available to the Federal Government,the department or agency with which this
transaction originated may pursue available remedies, including suspension and/or debarment.
3. The prospective lower tier participant will provide immediate written notice to the person to
which the proposal is submitted if at any time the prospective lower tier participant leams that its
certification was erroneous when submitted or has become erroneous by reason of changed
circumstances.
4. The terms"covered transaction," "debarred," "suspended," "ineligible," "lower tier covered
transaction," "participant," "person," "primary covered transaction,""principal," "proposal," and
"voluntarily excluded," as used in this clause,have the meanings set out in the Definitions and
Coverage sections of rules implementing Executive Order 12549. You may contact the person to
which this proposal is submitted for assistance in obtaining a copy of those regulations.
5. The prospective lower tier participant agrees by submitting this proposal that,should the
proposed covered transaction be entered into,it shall not knowingly enter any lower tier covered
transaction with a person who is debarred,suspended,determined ineligible or voluntarily
excluded from participation in this covered transaction unless authorized by the department or
agency with which this transaction originated.
6. The prospective lower tier participant further agrees by submitting this proposal that it will
include this clause titled "Certification Regarding Debarment,Suspension,Ineligibility and
Voluntary Exclusion-Lower Tier Covered Transaction," without modification, in all lower tier
covered transactions and in all solicitations for lower tier covered transactions.
7. A participant in a covered transaction may rely upon a certification of a prospective
participant in a lower tier covered transaction that it is not debarred,suspended,ineligible,or
voluntarily excluded from covered transaction,unless it knows that the certification is erroneous.
A participant may decide the method and frequency of which it determines the eligibility of its
principals. Each participant may,but is not required to,check the Nonprocurement List.
8. Nothing contained in the foregoing shall be construed to require establishment of a system of
records in order to render in good faith the certification required by this clause. The knowledge
and information of a participant is not required to exceed that which is normally possessed by a
prudent person in the ordinary course of business dealings.
Federal Certification-Debarment(07/08) Page 1 of 2
Contract#68-2012
CNC/Access,Inc.d/b/a ResCare HomeCare
9. Except for transactions authorized in paragraph 5 of these instructions,if a participant in a
covered transaction knowingly enters into a lower tier covered transaction with a person who is
suspended,debarred,ineligible,or voluntarily excluded from participation in this transaction,in
addition to other remedies available to the Federal Government,the department or agency with
which this transaction originated may pursue available remedies,including suspension,and/or
debarment.
Certification Regarding Debarment,Suspension, Ineligibility and Voluntary Exclusion-Lower
Tier Covered Transactions
(1) The prospective lower tier participant certifies,by submission of this proposal,that neither it
nor its principals is presently debarred,suspended,proposed for debarment,declared ineligible,
or voluntarily excluded from participation in this transaction by any Federal department or
agency.
(2) Where the prospective lower tier participant is unable to certify to any of the statements in
this certific 'on,such prospective participant shall attach an explanation to this proposal.
i�
zl Z Operations Officer
Signature David Rhodes Title
CNC/Access, Inc.dba ResCare HomeCare —7)11119
Agency/Organization Date
(Certification signature should be same as Contract signature.)
Federal Certification-Debarment(07/08) Page 2 of 2
Contract Name: CNC/Access,Inc.dba ResCare HomeCare
Contract No. 68-2012
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ("Agreement") is made effective the Iday of July, 2014,by
and between Orange County Government through its Orange County Department of Social Services and
Department on Aging("Covered Entity"), and CNC/Access, Inc. dba ResCare HomeCare, ("Business
Associate"). Covered Entity and Business Associate may be referred herein individually as a"Party"or
collectively as the "Parties". This Agreement supersedes any previously executed Business Associate
Agreement between the Parties.
WITNESSETH:
WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and
Accountability Act of 1996 ("HIPAA"), Public Law 104-191, as modified by the Health Information
Technology for Economic and Clinical Health Act ("HITECH"), Public Law 111-5, known as "the
Administrative Simplification provisions," direct the Department of Health and Human Services to
develop standards to protect the security,confidentiality and integrity of health information; and
WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and
Human Services ("Secretary") has issued regulations modifying the Privacy, Security, Breach
Notification, and Enforcement Rules at 45 CFR Parts 160 and 164, as the same may be amended from
time to time(the "HIPAA Security and Privacy Rule"); and
WHEREAS, the Parties wish to enter into or have entered into an arrangement whereby Business
Associate will provide certain services to Covered Entity, and, pursuant to such arrangements, Business
Associate may be considered a"Business Associate"of Covered Entity as defined in the HIPAA Security
and Privacy Rule (the agreement evidencing such arrangement is detailed below and hereinafter referred
to as the"Service Agreement(s)");and
WHEREAS, Business Associate may have access to Protected Health Information (as defined below) in
fulfilling its responsibilities under such arrangement;
THEREFORE, in consideration of the Parties' continuing obligations under the Service Agreement,
compliance with the HIPAA Security and Privacy Rule, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree to the provisions of this
Agreement in order to address the requirements of the HIPAA Security and Privacy Rule and to protect
the interests of both Parties.
I. DEFINITIONS
(a) Service Agreement. Agreement(s) for services affected by this HIPAA Business
Associate Agreement, which this Business Associate Agreement shall be attached to, and is(are) hereby
incorporated by reference,and which shall be taken and considered as a part of this document the same as
if fully set out herein:
Contract#68-2012
(b) Catch-all Provision. Except as otherwise defined herein, any and all capitalized terms in
this Agreement shall have the definitions set forth in the HIPAA Security and Privacy Rule,45 CFR Parts
160 and 164,subparts A and E.In the event of an inconsistency between the provisions of this Agreement
and mandatory provisions of the HIPAA Security and Privacy Rule,as amended,the HIPAA Security and
1
May 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 tern in 45
CFR§ 164.103.
II. 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 inch..des 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
May2oia
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
hntity 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:
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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.
III. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE
(a) Use of Protected Health Information on Behalf of Covered Entity. Except as otherwise
limited in this Agreement, Business Associate may use or disclose Protected Health Information to
perform functions, activities or services for, or on behalf of, Covered Entity described 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)(ixB).
(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 snake 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
Moy 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
Iiability 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.
(I) 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
Malissa Pompey David Rhodes&Operations Officer Nancy Coston
830 Tyvola Road & ResCare HomeCare 113 Mayo Street
Suite 104A 9901 Linn Station Rd PO Box 8181
Charlotte,NC 28217 Louisville, KY 40223 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:
r
By. By. 45,
-
Da Rhodes
Title: Operations Officer Title: i �l
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.
David Rhodes&General Counsel
ResCare HomeCare
9901 Linn Station Rd
Louisville, KY 40223
10
May 2014
Contract#68-2012
CNCIAccess,Inc.d/b/a ResCare HonmeCare
ATTACHMENT J
CERTIFICATION REGARDING TRANSPORTATION
Orange County Department of Social Services and Orange County Department on Aging
By execution of this Agreement the Contractor certifies that it will provide safe client transportation by:
1. Insuring that all drivers(including employees,contractors,contractor's employees,and
volunteers)shall be at least 18 years of age;
2. Insuring that all drivers(including employees,contractors,contractor's employees,and
volunteers)shall be licensed to operate the specific vehicle used in transporting clients in
accordance with Chapter 20-7 of the General Statutes of North Carolina and the Division of
Motor Vehicle requirements;
3. Insuring that all vehicles transporting clients shall have at least the minimum level of liability
insurance appropriate for the type of vehicle as defined by Article 7,Rule 112-36 of the North
Carolina Utilities Commission;
4. Insuring that the contractor shall have written policies and procedures regarding how drivers
handle and report client emergencies and/or vehicle crashes involving clients to contractor and
how contractor notifies the Orange County Department of Social Services;
S. Contractor will maintain records documenting the following(County may require contractor to
provide):
a.Valid current copies of Drivers License for all drivers;
b.Current valid Vehicle Registration, for all vehicles transporting clients;
c.Driving records for all drivers for the past three years and with annual updates;
d.Criminal Background checks through North Carolina Law Enforcement or NCIC
prior to employment and every three years thereafter;
e.Alcohol and Drug Testing policy to meet the l ederal Transit Authority guidelines.
6. Disclosing,at the outset of the contract,upon renewal and upon request,any criminal convictions
orer, reasons for disqualifications from participation in Medicare,Medicaid or Title XX
pIro ams. Signa u on t ' form confirms this statement.
Operations Officer
ature David Rhodes Title
CNC/Access, Inc.dba ResCare HomeCare q
Agency/Organization Date
(Certification signature should be same as Contract signature.)
Transportation Certification(07/13) Page I of 1
Contract#68-2012
CNC/Access,Inc.d/b/a ResCare HomeCare
ATTACHMENT N
OUTCOMES AND REPORTING
Orange County Department of Social Services and Orange County Department on Aging
By signing and submitting this document,the Contractor certifies that it agrees to the following:
1.The Contractor agrees to participate in program,fiscal and administrative monitoring and/or audits,
making records and staff time available to Federal,State and County staff.
2.The Contractor agrees to take necessary steps for corrective action,as negotiated within a corrective
action plan,for any items found to be out of compliance with Federal,State,and County laws,regulations,
standards and/or terms of the Contract.
3.The Contractor agrees that continuation of and/or renewal of this Contract is contingent on meeting the
following requirements. The Contractor agrees to:
A. Allow the County to complete the assessment of each client. The County will complete an In-
Home Aide Service Plan as part of the assessment. The County will provide the In-Home Aide
Service Plan to the Contractor prior to the start of service. The County will update the In-Home
Aide Service Plan as needed.
B. Provide employees to perform in-home services for the County's clients,at the level,amount
and frequency specified by the social worker in the In-Home Aide Service Plan,
C. Assure that employees meet the competency requirements for the level(s)of service provided.
The Contractor will provide verification,upon request,that the selected employee has been
properly licensed and trained and is qualified to perform assigned tasks.
D. Select and assign qualified employees to clients according to the clients' needs and the
employees' abilities and experience. The Contractor agrees to honor requests made by the
County for a change in assignment.
E. Fulfill all employer financial obligations.
F. In a timely manner,provide the County with information on significant changes in the clients'
conditions or situations.
G. Assure that the client is treated with dignity and respect,assist in protecting the client's assets
and possessions,and assure confidentiality of client's circumstances.
H. Allow aides to provide transportation,within reason, for both medical and personal reasons.
I. Provide care at Level II as appropriate to the needs of the client.
J. Complete,for employees serving Level lI clients, at least a quarterly on site visit to the home of
at least one client the employee is serving.
K. Maintain all financial and program records for a period of three years from the date of final
payment under this agreement for inspection by the County,the Area Agency on Aging and the
Comptroller General of the United States,or any of their duly authorized representatives. If any
claim,litigation,negotiation, audit or other action involving the Contractor's records has been
started before the expiration of the three-year period,the records must be retained until
completion of the action and resolution of all issues that arise from it.
L. Monthly contact and annual on-site visits with the County. The Contractor agrees to client
contact per Home and Community Care Block Grant guidelines.
M. Protective Service In-Home Aide requests are to be staffed within 24 hours and the hours to be
worked are to be strictly adhered to. Referral acceptance by the Contractor is conditional on
worker availability. The Contractor will notify the County within two hours if the request
cannot be honored.
N. Provide backup service when a client's usual In-Home Aide is unavailable.
Outcomes (06/04) Page I of 2
Contract#68-2012
CNC/Access,Inc.d/b/a ResCare HomeCare
O. High Risk In-Home Aide Service requests are to be staffed within five days. All other requests
are to be filled within ten working days of the request.
P. Changes in the service hours are to be made by the County. Requests for changes may be made
by the Contractor,but are not finalized until notification is given by the County.
Q. The Contractor will immediately notify the County when Protective Services Cases are not
staffed,when In-Home Aide workers are absent,and/or when any of the following occur:
a. The client dies.
b. The client enters a rest home,nursing home,or hospital.
c. The client moves from the original address on the request.
d. The client refuses to accept the services or to comply with care requirements.
e. There are significant factors that affect the client or significant changes in a client's
situation.
Operations Officer
Signature David Rhodes Title
CNC/Access, Inc.dba ResCare HomeCare
Agency/Organization Date
.(Certification signature should be same as Contract signature.)
Outcomes (06/04) Page 2 of 2
07-28-' 14 12:06 FROM- T-282 P0002/0003 F-164
�¢ CERTIFICATE OF LIABILITY INSURANCE FDATE(MMIDD/YYYY)
7/1/2015 1 6/18/2014
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($), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: if the certificate holder 15 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 LOCICTON COMPANIFS cNDNTAGT
2100 ROSS AVENUE,SUITE 1400 PHONE FAX
DALLAS TX 75201 AIL a
214-969-6700 Abbit
INSURER 3 AFFORDWG COVERAGE NAIC 1
INSURERA:ACE Amejigan Insmnce Cam 22667
INSURED t. ra
1366592 Res-care,Inc and all its subsidiaries INSURER B:
9901 Linn Station Road WSUReR c t See A.Uached
Louisville KY 40223 INSURER n:Great Annelacan.Insuuance Com an 16691
INSURER E I
INSURER F:
COVERAGES MCA01 CERTIFICATE NUMBER: 12356659 REVISION NUMBER: xxxxxxx
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT.TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
W9R ADD SUbR POLICY EFF POLICY EXP
NS TAEOFINSURANCE INSD IVVD POLICYNUMSER M10D t.IaxT'B
A x. COMMERCIAL GENERAL LIABILITY H
N N XSLG2733a5$1 ?!113014 7I1f201S �Q �
DAMAGE TO RENTED
A X C AIM&MA0E 7000UR (CLAIMS MADE) PREMISES(Ea ocwmenW) S 300,000
X Prof.Liability UEQ EXP(Arry we Istrn s
PERSONAL a ADV at.IURY s 4,000,000
GEN,L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE S
X POLICY JECT LOC PRODUCTS-COMP/OPAGG
OTHEM $
A AUTOMOBILELIABtLIYY N N 2$-01108$21252 711J2014 7J112015 Ea acdowit) s '-Otbyo.go00
Ix ANY AUTO 130DILY INJURY(Psr pored+) s X =x
ALL OWNED $OHEWLED BOOILY INJURY(Pdr..W.itl E
AUTOS ALMOS
HIRED auros X NED PROPeFtTY wuaAGe sX ?+NXX
s xxxx xx
B UMBRELLA LIAR X OCCUR N N M=)5548-06 71112014 711(2015 EAI�KOCCURRENCE S 3,000,000
13 EXC=LIAR CL M0 MApE (AUTO&EL ONLY) AGGREGATE S
Dm I I RETENnoN s S xxxxxxx
C AND�EMPLa�sIAPI�trr YIN N SEE ATTACI MD X I ETATUTE ER _
ANY PROPRIETOWPARTNEReXECUTIVF E.L.EACH ACCIDENT $
((Mandawy in ER IXCLUDE07 A El.DISEASE-EA EMPLOYEE S Z 000,000
If yy ascrI
_OCIPTO RATt NS WOW E.I.,DISEASE.POLICY LIMIT S
D Crime N N SAA052-11-97-00 71112014 71112015 Employee Theft-S5,000,0DD per,Occ.
DESCRIPTION OF OPERATIONS!LOCATIONS I VEHICLES (ACORD IOI,Additional R4--Vka$onadula.may b&Mtachsd k mo space I*e*qW Md)
Kam Date for Policy tsX$L G27334591 is 711101,
CERTIFICATE HOLDER CANCELLATION See Attachment
/2356659
*FOR It�ORMATION ONLY* THE H M ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTNORMeo REPRESWATWE
0 1988-2014 ACORD CORPORATION. All rights reserved.
ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD
07-28-' 14 12;06 FROM- T-232 P0003/0003 F-164
RES-CARE,INC.AND ALL OF ITS SUBSIDIARIES
CERTIFICATE CONTINUATION
ACE ISSUED WORKERS COMPENSATION POLICIES
SCF C47889534-ACE FIRE UNDERWRITERS (WI);EFF.7/1/2014-7/1/2015
WLR 047889522-ACE AMERICAN INSURANCE CO. (AZ,CA, MA); EFF.7/1/2014-711/2015
WLR 047889510-INDEMNITY INSURANCE CO.OFNORTH AMERICA(ALL OTHER STATES); EFF.
7/112014-711/2015
OHIO EXCESS WORKERS'COMPENSATION
SP 4049830-SAFETY NATIONAL CASUALTY COMPANY;EFF. 1211/13-12/1114
COV.A-STATUTORY; COV.B$1,000,000 EACH ACCIDENT/$1,000,000 EACH EMPLOYEE
(DISEASE)/$1,000,000 AGGREGATE(DISEASE)
TEXAS NON SUBSCRIBER(EMPLOYER'S EXCESS INDEMNITY)
EPG0000076-03-NORTH AMERICAN SPECIALTY;EFF.06/27/14-06/27/15
$25,000,000 PER OCCURRENCE/$25,000,000 AGGREGATE
WASHINGTON EXCESS WORKERS'COMPENSATION
WCU 047889546-ACE AMERICAN INSURANCE CO;EFF.7/112014-711/2015
MAXIMUM LIABILITY OF EXCESS INSURER;$2,000,000/RETENTION:$1,000,000
Miscellaneous Attachment:M488826
Master ID: 1366592,Certificate ID: 12356659