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HomeMy WebLinkAbout2015-320-E DSS - Charles House Association to provide adult day services to OC DSS clients $25,000 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 Contract 468-2009 Charles House Association Contract# 68-2009 Fiscal Year Begins_Julyl,2015 Ends June 30, 2016_ This contract is hereby entered into by and between the Orange County Department of Social Services (the "County") and Charles House Association (the "Contractor") (referred to collectively as the "Parties"). The Contractor's federal tax identification number or Social Securijy Number is 1. Contract Documents: This Contract consists of the following documents (1) This contract (2) The General Terms and Conditions(Attachment A) (3) The Scope of Work, description of services,and rate(Attachment B) (4) Federal Certification Regarding Drug-Free Workplace&Certification Regarding Nondiscrimination(Attachment C) (5) Conflict of Interest(Attachment D) (6) No Overdue Taxes(Attachment E) (7) HIPAA Business Associate Addendum(Attachment 1) (8) Certification of Transportation(Attachment J) (9) IRS Federal Tax Exempt Letter or 501(c)(3)(Attachment K) (10) State Certification (Attachment M) (11)Outcomes and Reporting(Attachment N) (12)Contract Determination Questionnaire These documents constitute the entire agreement between the Parties and supersede all prior oral or written statements or agreements. 2. Precedence Amon g Contract Documents: In the event of a conflict between or among the terms of the Contract Documents, the terms in the Contract Document with the highest relative precedence shall prevail. The order of precedence shall be the order of documents as listed in Paragraph 1, above, with the first-listed document having the highest precedence and the last-listed document having the lowest precedence. If there are multiple Contract Amendments, the most recent amendment shall have the highest precedence and the oldest amendment shall have the lowest precedence. 3. Effective Period: This contract shall be effective on July 1, 2015 and shall terminate on June 30,2016. This contract must be twelve months or less. 4. Contractor's Duties: The Contractor shall provide the services and in accordance with the approved rate as described in Attachment B, Scope of Work, and shall meet the requirements set forth in Attachment N, Outcomes and Reporting. 5. County's Duties: The County shall pay the Contractor in the manner and in the amounts specified in the Contract Documents. The total amount paid by the County to the Contractor under this contract shall not exceed$25,000. This amount consists of$25,000 in Federal (CFDA 4 }, State and County funds, $0 (source of other funds if applicable). [X] a. There are no matching requirements from the Contractor. [ ] b. The Contractor's matching requirement is$ , which shall consist of: [ ] In-kind [ ] Cash [ ] Cash and In-kind [ ] Cash and/or In-kind The contributions from the Contractor shall be sourced from non-federal funds. The total contract amount including any Contractor match shall not exceed $25,000. 6. Reversion of Funds: Any unexpended grant funds shall revert to the County Department of Social Services upon termination of this contract. Contract-General(06115) Page I of 5 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 Contract#68-2009 Charles House Association 7. Reporting Requirements: Contractor shall comply with audit requirements as described in N.C.G.S. § 143C-6-22 & 23 and OMB Circular—CFR Title 2 Grants and Agreements, Part 200, and shall disclose all information required by 42 USC 455.104, or 42 USC 455.105, or 42 USC 455.106. 8. Payment Provisions: Payment shall be made in accordance with the Contract Documents as described in the Scope of Work, Attachment B. 9. 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 Parry's Contract Administrator. The name,post office address,street address,telephone number,fax number,and email address of the Parties'respective initial Contract Administrators are set out below. Either Party may change the name, post office address, street address, telephone number,fax number,or email address of its Contract Administrator by giving timely written notice to the other Party. For the County: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Denise Shaffer, Social Work Program Director Denise Shaffer, Social Work Program Director Orange County Department of Social Services Orange County Department of Social Services P.O. Box 8181 2501 Homestead Road Hillsborough,NC 27278 Chapel Hill,NC 27516 (919)968-2000 ext.246 (919)968-2012 dshafferA' ..co.oran ze.nc.us Program Contact: Renee Bynum, Adult Services Supervisor Orange County Department of Social Services P.O. BOX 8181 113 Mayo Street Hillsborough,NC 27278 (919)245-2881 b mum�;co.orange,nc.us For the Contractor: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Paul Klever Paul Klever Charles House Association Charles House Association 109 Hillcrest Avenue 109 Hillcrest Avenue Carrboro, NC 27510 Carr boro, NC 27510 (919)967-7570 Contract-General(06115) Page 2 of 5 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 Contract 968-2009 Charles House Association 10. No Assignment or Sub-Contract: Contractor shall not sub-contract out any of the services provided for in this Agreement or make any assignment of this Agreement(including rights to payments)without the prior written Consent of the County as specified more fully in Attachment A, General Terms and Conditions. 11. Supplementation of Expenditure of Public Funds: The Contractor assures that funds received pursuant to this contract shall be used only to supplement, not to supplant, the total amount of federal, state and local public funds that the Contractor otherwise expends for contract services and related programs.Funds received under this contract shall be used to provide additional public funding for such services; the funds shall not be used to reduce the Contractor's total expenditure of other public funds for such services. 12. Disbursements: As a condition of this contract, the Contractor acknowledges and agrees to make disbursements in accordance with the following requirements: a. Implement adequate internal controls over disbursements; b. Pre-audit all vouchers P resented for payment to determine: i. Validity and accuracy of payment ii. Payment due date iii. Adequacy of documentation supporting payment iv. Legality of disbursement c. Assure adequate control of signature stamps/plates; d. Assure adequate control of negotiable instruments; and e. Implement procedures to insure that account balance is solvent and reconcile the account monthly. 13. 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. 14. 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. 15. Relationship of the Parties: Contractor is an independent contractor of the County.Contractor represents that it has or will secure,at its own expense,all personnel required in performing the services under this Agreement. Such personnel shall not be employees of or have any contractual relationship with the County. All personnel engaged in work under this Agreement shall be fully qualified and shall be authorized or permitted under state and local law to perform such services. It is further agreed by Contractor that it shall obey all State and Federal statutes,rules and regulations which are applicable to provisions of the services called for herein. Neither Contractor nor any employee of the Contractor shall be deemed an officer, employee or agent of the County. 16. Signature Warranty:The undersigned represent and warrant that they are authorized to bind their principals to the terms of this agreement. The Contractor and the County have executed this contract in duplicate originals, with one original being retained by each party. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. Contract-General(06115) Page 3 of 5 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 Contract#68-2009 Charles House Association CHARD�Ia� FY:ASSOCIATION Pwt� 6/25/2015 C�l11 Signature Date Paul Klever Executive Director Printed Name Title ORANGE COUNTY DocuSigned by: jOV�.littf. �AaMw�tVS�t 1? 7/7/2015 Bonnie Harnmersey, aunty Manager Date Contract-General(06115) Page 4 of 5 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 Contract#68-2009 Charles House Association ATTACHMENT A GENERAL TERMS AND CONDITIONS Orange County Department of Social Services Relationships of the Parties and Contractor that any such person or entity, other than the County or the Contractor,receiving services or benefits Independent Contractor: The Contractor is and shall be under this contract shall be deemed an incidental deemed to be an independent contractor in the performance beneficiary only. of this contract and as such shall be wholly responsible for the work to be performed and for the supervision of its Indemnity and Insurance employees. The Contractor represents that it has, or shall secure at its own expense, all personnel required in Indemnification: The Contractor agrees to indemnify and performing the services under this agreement. Such hold harmless the County and any of their officers,agents employees shall not be employees of, or have any and employees,from any claims of third parties arising out individual contractual relationship with the County. or any act or omission of the Contractor in connection with the performance of this contract. Subcontracting: The Contractor shall not subcontract any of the work contemplated under this contract without prior Insurance: During the term of the contract,the Contractor written approval from the County. Any approved at its sole cost and expense shall provide commercial subcontract shall be subject to all conditions of this insurance of such type and with such terms and limits as contract.Only the subcontractors specified in the contract may be reasonably associated with the contract. As a documents are to be considered approved upon award of minimum, the Contractor shall provide and maintain the the contract. The County shall not be obligated to pay for following coverage and limits: any work performed by any unapproved subcontractor. (a) Worker's Compensation - The contractor shall The Contractor shall be responsible for the performance of provide and maintain Worker's Compensation all of its subcontractors. Insurance as required by the laws of North Carolina,as well as employer's liability coverage Assignment: No assignment of the Contractor's with minimum limits of$500,000.00,covering all obligations or the Contractor's right to receive payment of Contractor's employees who are engaged in any hereunder shall be permitted. However, upon written work under the contract. If any work is sublet,the request approved by the issuing purchasing authority,the Contractor shall require the subcontractor to County may: provide the same coverage for any of his (a) Forward the Contractor's payment check(s) employees engaged in any work under the directly to any person or entity designated by the contract. Contractor, or (b) Commercial General Liability - General (b) Include any person or entity designated by Liability Coverage on a Comprehensive Broad Contractor as a joint payee on the Contractor's Form on an occurrence basis in the minimum payment check(s). amount of$1,000,000.00 Combined Single Limit. In no event shall such approval and action obligate the (Defense cost shall be in excess of the limit of County to anyone other than the Contractor and the liability.) Contractor shall remain responsible for fulfillment of all (c)Automobile Liability Insurance: The Contractor contract obligations. shall provide automobile liability insurance with a combined single limit of$500,000.00 for bodily Beneficiaries: Except as herein specifically provided injury and property damage; a limit of otherwise,this contract shall inure to the benefit of and be $500,000.00 for uninsured/under insured motorist binding upon the parties hereto and their respective coverage; and a limit of$25,000.00 for medical successors. It is expressly understood and agreed that the payment coverage. The Contractor shall provide enforcement of the terms and conditions of this contract, this insurance for all automobiles that are: and all rights of action relating to such enforcement; shall (a) owned by the Contractor and used in the be strictly reserved to the County and the named performance of this contract; Contractor.Nothing contained in this document shall give (b) hired by the Contractor and used in the or allow any claim or right of action whatsoever by any performance of this contract; and other third person.It is the express intention of the County General Terms and Conditions—(04/14) Page 1 of 5 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 Contract#68-2004 Charles House Association (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 maytenninate replace,the car-owner's liability insurance. this contract without cause by giving 30 days written notice to the Contractor. The Contractor is not required to provide and maintain automobile liability insurance on any vehicle—owned, Termination for Cause: If, through any cause, the hired, or non-owned--unless the vehicle is used in the Contractor shall fail to fulfill its obligations under this performance of this contract. contract in a timely and proper manner, the County shall (d) The insurance coverage minimums specified in have the right to terminate this contract by giving written subparagraph(a)are exclusive of defense costs. notice to the Contractor and specifying the effective date (e) The Contractor understands and agrees that the thereof. In that event,all finished or unfinished deliverable insurance coverage minimums specified in items prepared by the Contractor under this contract shall, subparagraph (a) are not limits, or caps, on the at the option of the County, become its property and the Contractor's liability or obligations under this contract. Contractor shall be entitled to receive just and equitable (f) The Contractor may obtain a waiver of any one or more compensation for any satisfactory work completed on such of the requirements in subparagraph (a) by materials,minus any payment or compensation previously demonstrating that it has insurance that provides made. Notwithstanding the foregoing provision, the protection that is equal to or greater than the coverage Contractor shall not be relieved of liability to the County and limits specified in subparagraph (a). The County for damages sustained by the County by virtue of the shall be the sole judge of whether such a waiver Contractor's breach of this agreement,and the County may should be granted. withhold any payment due the Contractor for the purpose (g) The Contractor may obtain a waiver of any one or more of setoff until such time as the exact amount of damages of the requirements in paragraph(a)by demonstrating due the County from such breach can be determined. In that it is self-insured and that its self-insurance case of default by the Contractor, without limiting any provides protection that is equal to or greater than the other remedies for breach available to it,the County may coverage and limits specified in subparagraph(a). The procure the contract services from other sources and hold County shall be the sole judge of whether such a the Contractor responsible for any excess cost occasioned waiver should be granted. thereby. The filing of a petition for bankruptcy by the (h) Providing and maintaining the types and amounts of Contractor shall be an act of default under this contract. insurance or self-insurance specified in this paragraph is a material obligation of the Contractor and is of the Waiver of Default: Waiver by the County of any default essence of this contract. or breach in compliance with the terms of this contract by (i) The Contractor shall only obtain insurance from the Provider shall not be deemed a waiver of any companies that are authorized to provide such subsequent default or breach and shall not be construed to coverage and that are authorized by the Commissioner be modification of the terms of this contract unless stated of Insurance to do business in the State of North to be such in writing, signed by an authorized Carolina.All such insurance shall meet all laws of the representative of the County and the Contractor and State of North Carolina. attached to the contract. (j} The Contractor shall comply at all times with all lawful terms and conditions of its insurance policies and all Availability of Funds: The parties to this contract agree lawful requirements of its insurer. and understand that the payment of the sums specified in (k) The Contractor shall require its subcontractors to this contract is dependent and contingent upon and subject comply with the requirements of this paragraph. to the appropriation, allocation, and availability of funds (1) The Contractor shall demonstrate its compliance with for this purpose to the County. the requirements of this paragraph by submitting certificates of insurance to the County before the Force Majeure: Neither party shall be deemed to be in Contractor begins work under this contract. default of its obligations hereunder if and so long as it is prevented from performing such obligations by any act of Transportation of Clients by Contractor: war,hostile foreign action,nuclear explosion,riot,strikes, General Terms and Conditions—(04114) Page 2 of 5 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 Contract 468-2009 Charles House Association 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, F.L. 104-91, expiration or termination date unless specifically provided as amended ("HIPAA"), or its implementing regulations, otherwise herein, or unless superseded by applicable it will comply with the HIPAA requirements and will Federal or State statutes of limitation. execute such agreements and practices as the County may require to ensure compliance. Intellectual Property Rights Trafficking Victims Protection Act of 2000 : Copyrights and Ownership of Deliverables: All The Contractor will comply with the requirements of deliverable items produced pursuant to this contract are the Section 106(g)of the Trafficking Victims Protection Act exclusive property of the County. The Contractor shall not of 2000, as amended (22 U.S.C. 7104) assert a claim of copyright or other property interest in such deliverables. Executive Order#24: It is unlawful for any vendor, contractor, subcontractor or supplier of the state to make Federal Intellectual Property Bankruptcy Protection gifts or to give favors to any state employee. For Act: The Parties agree that the County shall be entitled to additional information regarding the specific all rights and benefits of the Federal Intellectual Property requirements and exemptions, contractors are Bankruptcy Protection Act,Public Law 100-506,codified encouraged to review Executive Order 24 and G.S. Sec. at 11 U.S.C. 365 (n)and any amendments thereto. 133-32. Compliance with Applicable Laws Confidentiality Compliance with Laws: The Contractor shall comply Confidentiality: Any information, data, instruments, with all laws, ordinances, codes, rules, regulations, and documents, studies or reports given to or prepared or licensing requirements that are applicable to the conduct of assembled by the Contractor under this agreement shall be its business, including those of federal, state, and local kept as confidential and not divulged or made available to agencies having jurisdiction and/or authority. Pursuant to any individual or organization without the prior written the terms of North Carolina General Statute 153A-449(b) approval of the County.The Contractor acknowledges that no County may enter into a contract with a contractor in receiving, storing,processing or otherwise dealing with unless the contractor and the contractor's subcontractors any confidential information it will safeguard and not comply with the requirements of Article 2 of Chapter 64 of further disclose the information except as otherwise the North Carolina General Statutes. Where applicable, provided in this contract. failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Oversight Provider's breach of this Agreement. By executing this Agreement Provider affirms Provider is in compliance with Access to Persons and Records: The State Auditor shall Article 2 of Chapter 64 of the North Carolina General have access to persons and records as a result of all Statutes. contracts or grants entered into by State agencies or political subdivisions in accordance with General Statute Title VI,Civil Rights Compliance: In accordance with 147-64.7. Additionally,as the State funding authority,the Federal law and U.S. Department of Agriculture(USDA) Department of Health and Human Services shall have and U.S. Department of Health and Human Services access to persons and records as a result of all contracts or (HHS) policy, this institution is prohibited from grants entered into by State agencies or political discriminating on the basis of race, color,national origin, subdivisions. sex, age or disability. Under the Food Stamp Act and USDA policy, discrimination is prohibited also on the Record Retention: Records shall not be destroyed, basis of religion or political beliefs. purged or disposed of without the express written consent of the Division. State basic records retention policy Equal Employment Opportunity: The Contractor shall requires all grant records to be retained for a minimum of comply with all federal and State laws relating to equal five years or until all audit exceptions have been resolved, employment opportunity. whichever is longer. If the contract is subject to federal General Terms and Conditions—(04114) Page 3 of 5 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 Contract 968-2009 Charles House Association policy and regulations,record retention maybe longer than five years since records must be retained for a period of Miscellaneous three years following submission of the final Federal Financial Status Report, if applicable, or three years Choice of Law: The validity of this contract and any of its following the submission of a revised final Federal terms or provisions, as well as the rights and duties of the Financial Status Report. Also, if any litigation, claim, parties to this contract, are governed by the laws of North negotiation, audit, disallowance action, or other action Carolina. The Contractor,by signing this contract, agrees involving this Contract has been started before expiration and submits,solely for matters concerning this Contract,to of the five-year retention period described above, the the exclusive jurisdiction of the courts of North Carolina records must be retained until completion of the action and and agrees, solely for such purpose, that the exclusive resolution of all issues which arise from it,or until the end venue for any legal proceedings shall be Orange County, of the regular five-year period described above,whichever North Carolina. The place of this contract and all is later. The record retention period for Temporary transactions and agreements relating to it, and their situs Assistance for Needy Families (TANF) and MEDICAID and forum,shall be Orange County,North Carolina,where and Medical Assistance grants and programs must be al l matters,whether sounding in contract or tort,relating to retained for a minimum of ten years. the validity,construction, interpretation,and enforcement shall be determined. Warranties and Certifications Amendment: This contract may not be amended orally or Date and Time Warranty: The Contractor warrants that by performance. Any amendment must be made in written the product(s) and service(s) furnished pursuant to this form and executed by duly authorized representatives of contract("product''includes,without limitation,any piece the County and the Contractor. of equipment,hardware,firmware,middleware,custom or commercial software,or internal components,subroutines, Severability: In the event that a court of competent and interfaces therein)that perform any date and/or time jurisdiction holds that a provision or requirement of this data recognition function, calculation, or sequencing will contract violates any applicable law, each such provision support a four digit year format and will provide accurate or requirement shall continue to be enforcedto the extent it date/time data and leap year calculations. This warranty is not in violation of law or is not otherwise unenforceable shall survive the termination or expiration of this contract. and all other provisions and requirements of this contract shall remain in full force and effect. Certification Regarding Collection of Taxes: G.S. 143- 59.1 bars the Secretary of Administration from entering Headings: The Section and Paragraph headings in these into contracts with vendors that meet one of the conditions General Terms and Conditions are not material parts of the of G.S. 105-164.8(b)and yet refuse to collect use taxes on agreement and should not be used to construe the meaning sales of tangible personal property to purchasers in North thereof. Carolina. The conditions include: (a) maintenance of a retail establishment or office; (b) presence of Time of the Essence: Time is of the essence in the representatives in the State that solicit sales or transact performance of this contract. business on behalf of the vendor; and (c) systematic exploitation of the market by media-assisted, media- Key Personnel: The Contractor shall not replace any of facilitated, or media-solicited means. The Contractor the key personnel assigned to the performance of this certifies that it and all of its affiliates (if any) collect all contract without the prior written approval of the County. required taxes. The term "key personnel" includes any and all persons identified as such in the contract documents and any other E-Verify persons subsequently identified as key personnel by the written agreement of the parties. Pursuant to G.S. 143-48.5 and G.S. 147-33.95(g), the undersigned hereby certifies that the Contractor named Care of Property: The Contractor agrees that it shall be below,and the Contractor's subcontractors,complies with responsible for the proper custody and care of any property the requirements of Article 2 of Chapter 64 of the NC furnished to it for use in connection with the performance General Statutes, including the requirement for each of this contract and will reimburse the County for loss of, employer with more than 25 employees in North Carolina or damage to, such property. At the termination of this to verify the work authorization of its employees through contract, the Contractor shall contact the County for the federal E-Verify system." E-Verify System Link: instructions as to the disposition of such property and shall www.uscis.gov comply with these instructions. General Terms and Conditions—(04114) Page 4 of 5 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 Contract#68-2009 Charles House Association Travel Expenses: Reimbursement, if provided in this Orange County Living Wage: Orange County is Agreement, to the Contractor for travel mileage, meals, committed to providing its employees with a living wage lodging and other travel expenses incurred in the and encourages agencies to which it provides funding to performance of this contract shall not exceed the rates pursue the same goal. The County's living wage hourly established in County policy. standard, as adopted by the Orange County Board of County Commissioners annually, can be found in the Sales/Use Tax Refunds: If eligible,the Contractor and all Orange County Budget Ordinance. To the extent possible, subcontractors shall: (a) ask the North Carolina Orange County recommends that the Contractor and all Department of Revenue for a refund of all sales and use subcontractors provide a living wage, as defined in this taxes paid by them in the performance of this contract, section,to their employees. pursuant to G.S. 105-164.14; and (b) exclude all refundable sales and use taxes from all reportable Signatures: This Agreement together with any expenditures before the expenses are entered in their amendments or modifications may be executed reimbursement reports. electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article Advertising: The Contractor shall not use the award of 1 l A and Article 40 of North Carolina General Statute this contract as a part of any news release or commercial Chapter 66. advertising. General Terms and Conditions--(04114) Page 5 of 5 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 Contract#68-2009 Charles House Association ATTACHMENT B SCOPE OF WORK Orange County Department of Social Services Federal Tax Id. or SSN Contract# 68-2009 A. CONTRACTOR INFORMATION 1. Contractor Agency Name: Charles House Association 2. If different from Contract Administrator Information in General Contract: Address Telephone Number: Fax Number: Email: 3. Name of Program (s): Adult Day Service 4. Status: ( )Public ( X ) Private,Not for Profit ( )Private, For Profit 5. Contractor's Financial Reporting Year July 1 2015 through June 30,2016 B. Explanation of Services to be provided and to whom(include SIS Service Code): The Contractor will provide Adult Day Services SIS Code 030 to clients of the Orange Count Department of Social Services. These services will be provided in accordance with provisions set forth in Volume IV of the Adult and Family Services Manual Cha ter I1-Adult Dqqy Care Services. The Contractor is required to meet all goals and outcomes listed in Attachment N. C. Rate per unit of Service(define the unit): 1. If Standard Fixed Rate, Maximum Allowable, (See Rates for Services Chart) 33.07/dav 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 budg4U limits of the contract allotment. The County will reimburse the Contractor at a rate of$33.07/day for approved services provided. For reimbursement the Contractor must submit an original and two col2ies of an invoice by the fifth of the month for the preceding month's expenditures to the designated County Administrator. The County will reimburse the Contractor monthly upon receipt of a complete and correctly _fy filed report. The service(s) under contract with the Contractor are services for which a client may voluntarily_ contribute to the cost. Policies regarding the solicitation and acceptance of voluntaa Contract-Scope of Work(06104) Page 1 of 2 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 Contract 468-2009 Charles House Association contributions are contained in Family Services Manual Volume VI Chapter 111. If a client voluntarily contributes to the cost of service,the County will inform the Contractor of the amount of the contribution and of pny subsequent changes. The Contractor will establish a plan with the client for accepting the contribution on at least a month) basis; and when contributions are not received within ten days of the agreed upon date, will notify the client in writing and send a copy_ of the notification to the County. No other fees for services may be charged to the client. Client contributions are to be reported monthly to the County. F. Area to be served/Delivery site(s): Orange Coin DocuSigned by: DocuSigned by: Nate cy (hSfav, Patna, Ot t v�t,r BP�E1�1-9@AgaB4F6... 6Fz'&'FB385FC�488... Nancy Coston,Social Services Director (Signature of Contractor) 6/30/2015 6/25/2015 (Date Submitted) (Date Submitted) Contract-Scope of Work(06/04) Page 2of 2 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 Contract 468-2009 Charles House Association ATTACHMENT C CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS AND CERTIFICATION REGARDING NONDISCRIMINATION Orange County Department of Social Services 1. 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(07110) Page ] of 2 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 Contract#68-2009 Charles House Association II. The site(s)for the performance of work done in connection with the specific agreement are listed below: 1. (Street address) (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. DocuSigned by: �1t1tit Executive Director Signature Title Charles House Association 6/25/2015 Agency/Organization Date (Certification signature should be same as Contract signature.) Federal Certification-Drug-Free Workplace(07/10) Page 2 of 2 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 Contract 468-2009 Charles House Association ATTACHMENT D CONFLICT OF INTEREST POLICY Orange County Department of Social Services The Board of Directors/Trustees or other governing persons, offreers, employees or agents are to avoid any conflict of interest, even the appearance of a conflict of interest. The Organization's Board of Directors/Trustees or other governing body, officers, staff and agents are obligated to always act in the best interest of the organization.This obligation requires that any Board member or other governing person, officer, employee or agent, in the performance of Organization duties, seep only the furtherance of the Organization mission. At all tunes, Board members or other governing persons, off cers, employees or agents, are prohibited from using their job title, the Organization's name or property,for private profit or benefit. A. The Board members or other governing persons, officers, employees, or agents of the Organization should neither solicit nor accept gratuities, favors, or anything of monetary value from current or potential contractors/vendors, persons receiving benefits from the Organization or persons who may benefit from the actions of any Board member or other governing person, officer, employee or agent. This is not intended to preclude bona-fide Organization fund raising- activities. B. A Board or other governing body member may, with the approval of Board or other governing body, receive honoraria for lectures and other such activities while not acting in any official capacity for the Organization. Officers may, with the approval of the Board or other governing body, receive honoraria for lectures and other such activities while on personal days, compensatory time, annual leave, or leave without pay. Employees may, with the prior written approval of their supervisor, receive honoraria for lectures and other such activities while on personal days, compensatory time, annual leave, or leave without pay. if a Board or other governing body member, officer, employee or agent is acting in any official capacity, honoraria received in connection with activities relating to the Organization are to be paid to the Organization. C. No Board member or other governing person, officer, employee, or agent of the Organization shall participate in the selection, award, or administration of a purchase or contract with a vendor where,to his knowledge,any of the following has a financial interest in that purchase or contract: 1. The Board member or other governing person, officer,employee, or agent; 2. Any member of their family by whole or half blood, step or personal relationship or relative-in-law; 3. An organization in which any of the above is an officer,director, or employee; 4. A person or organization with whom any of the above individuals is negotiating or has any arrangement concerning prospective employment or contracts. D. Duty to Disclosure-- Any conflict of interest, potential conflict of interest, or the appearance of a conflict of interest is to be reported to the Board or other governing body or one's supervisor immediately. E. Board Action-- When a conflict of interest is relevant to a matter requiring action by the Board of Directors/Trustees or other governing body, the Board member or other governing person,officer, employee, or agent�person(s))must disclose the existence of the conflict of interest and be given the opportunity to disclose all material facts to the Board and members of Conflict of Interest Policy(06/04) Pagel of 3 DocuSign Envelope ID:27BE0809-07F1-4358-A397-lF35DD236252 Contract#68-2009 Charles House Association committees with governing board delegated powers considering the possible conflict of interest. After disclosure of all material facts,and after any discussion with the person,he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. In addition, the person(s)shall not participate in the final deliberation or decision regarding the matter under consideration and shall leave the meeting during the discussion of and vote of the Board of Directors/Trustees or other governing body. F. Violations of the Conflicts of Interest Policy -- If the Board of Directors/Trustees or other governing body has reasonable cause to believe a member, officer, employee or agent has failed to disclose actual or possible conflicts of interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose. If, after hearing the person's response and after making further investigation as warranted by the circumstances, the Board of Directors/Trustees or other governing body determines the member, officer, employee or agent has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. G. Record of Conflict -- The minutes of the governing board and all committees with board delegated powers shall contain: 1. The names of the persons who disclosed or otherwise were found to have an actual or possible conflict of interest, the nature of the conflict of interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed. 2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement that presents a possible conflict of interest, the content of the discussion., including any alternatives to the transaction or arrangement, and a record of any votes taken in connection with the proceedings. Approved by: e K4acs 447/yr Name tion S,igiKre of Organization Official Date Conflict of Interest Policy(06/04) Page 2 of 3 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 Contract#68-2009 Charles House Association NOTARIZED CONFLICT OF INTEREST POLICY State of North Carolina County of Orange I, Mj!ir�a,+) T (.jr aQ , Notary Public for said County and State, certify that VA',&NY: W tr personally appeared before me this day and acknowledged that he/she is 5;�!MS t 6Offk' _ of nd by that authority duly given and as the act of the corporation, affirmed that the foregoing Conflict of Interest Policy was adopted by the Board of Directors in a meeting held on the _ day of .0"LvL , . Swann to and subscribed before the this � day of.� "(ye. (Officia S' 1) Notary Public My Commission expires_ Cr g 20 MEREDITH T GAUGHRAN NOTARY PUBLIC DURHAM COUNTY,NC MY Gomwksion Expires 9-28.2016 Conflict of Interest Policy(06104) Page 3 of 3 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 109 Hillcrest Ave. Carrboro, NC 27510 Conflict of Interest Policy August, 2005 PURPOSE: The purpose of the conflict of interest policy is to protect Charles House Association's (Organization) interest when it is contemplating entering into a transactions or arrangement that might benefit the private interest of an officer or director of the organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace applicable state and federal laws governing conflict of interest application to nonprofit and charitable organizations. DEFINITIONS: Interested Person A conflict of interest is defined as an actual or perceived interest by a staff member, contractor, Board member or volunteer, in an action that results in, or has the appearance of resulting in, personal, organizational or professional gain. A conflict of interest occurs when an employee, contractor or board member has a direct or fiduciary interest in another relationship. A conflict of interest could include: • Ownership with a member of the Board of Directors or an employee where one or the other has supervisory authority over the other or with a client who receives services. • Employment of or by a member of the Board of Directors or an employee where one or the other has supervisory authority over the other or with a client who receives services. • Contractual relationship with a member of the Board of Directors or an employee where one or the other has supervisory authority over the other or with a client who receives services. • Creditor or debtor to a member of the Board of Directors or an employee where one or the other has supervisory authority over the other or with a client who receives services. • Consultative or consumer relationship with a member of the Board of Directors or and employee where one or the other has supervisory authority over the other or with a client who receives services. The definition of conflict of interest includes any bias or the appearance of bias in a decision-making process that would reflect a dual role played by a member of the organization or group. An example, for instance, might involve a person who is an employee and a Board Member, or a person who is an employee and who hires family members as consultants. RESPONSIBILITIES: Employees, Contractor, Board Member It is in the interest of the organization, individual staff and Board Member to strengthen trust and confidence in each other, to expedite resolution of problems, to mitigate the DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 effect and to minimize organizational and individual stress that can be caused by a conflict of interest. Employees are to avoid any conflict of interest, even the appearance of a conflict of interest. This organization serves the community as a whole rather than only sewing a special interest group. The appearance of a conflict of interest can cause embarrassment to the organization and jeopardize the credibility of the organization. Any conflict of interest, potential conflict of interest or the appearance of a conflict of interest is to be reported to your supervisor immediately. Employees are to maintain independence and objectivity with clients, the community and organization. Employees are called to maintain a sense of fairness, civility, ethics and personal integrity even though law, regulation or custom does not required them. Acceptance of Gifts Employees, members of employee's immediate family and members of the Board are prohibited from accepting gifts, money or gratuities from the following: I. Persons receiving benefits or services from the organization 2. Any person or organization performing or seeking to perform services uner contract with the organization, and 3. Persons who are otherwise in a position to benefit from the actions of any employee of the organization. Employees may, with the prior written approval of their supervisor, receive honoraria for lectures and other such activities while on personal days, compensatory time, annual leave or leave without pay. If the employee is acting in any official capacity, honoraria received by an employee in connection with activities related to employment with the organization are to be paid to the organization. (DSS Template) i i I 1 i I f E DocuSign Envelope ID:27BE0809-07F1-4358-A397-lF35DD236252 CHARLES HOUSE ASSOCIATION Helping People Age the Way They Have Lived June 10, 2015 To: Orange Count Department of Social Services County Seniors and Their Families Since 1990 Certification: Enriching the lives ofseniors We certify that Charles House Association does not have any overdue tax Suppotbngfamillescanngfor debts, as defined by N.C.G. 165-243.1, at the federal, state, or local level. We aging farnllymen�bers Represen faml ecommunity's further understand that any person who makes a false statement in violation of commitment to its elders N.C.G.S. 143-6-23(c) is guilty of a criminal offense punishable as provided by N.C.G.S. 143C-10-1. BOARD OF DIRECTORS Luke Riggsbee and Paul Klever, being duly sworn, say that we are the Board PRESIDENT President and Executive Director, respectively, of Charles House Association Luke Riggsbee of Carrboro, in the state of North Carolina; and that the foregoing certification VICE PRESIDENT is true, accurate and complete to the best of our knowledge and was made and Norman Klase subscribed by us. We also acknowledge and understand that any misuse of State funds will be reported to the appropriate authorities for further action. SECRETARY Sheana Funkhouser TREASURER Bradley Fox Board ident Michael Bradley Executive Director Phyliss Craig-Taylor Patty Hill Michael Hill Sworn to and subscribed before me on the day of the date of said certification. Melvin Hurston ,ferry Salak Cindy Skocik Tatnmie Stanton Sheryl Zimmerman Nat y Signature and Seal MEREDITH T GAUGHRAN NOTARY PUBLIC DURHAM COUNTY,NC EXECUTIVE f4 Commission Expires 9-28-2M6 DIRECTOR My Commission Expires: Vi Paul Klever paul@charieshouse.org G.S. I05-243.1 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. 109 Hiilcrest Avenue, Carrboro, NC 27510 T (919) 967-7570 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 Contract Name: Charles House Association. Contract No.68-2009 BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (`Agreement") is made effective the lday of July, 2015, by and between Orange County Government through its Orange County Department of Social Services("Covered Entity"), and Charles House Association, ("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. 1. 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#68-2009 (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 Privacy Rule shall control. Where provisions of this Agreement are different than those mandated in the 1 May 2014 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 HIPAA Security and Privacy Rule, but are nonetheless permitted by the HIPAA Security and Privacy Rule, the provisions of this Agreement shall control. (c) Electronic Protected Health Information. Protected Health Information that is transmitted by or maintained in Electronic Media(as defined in the HIPAA Security and Privacy Rule). (d) Protected. Health Information. "Protected Health Information" shall have the same meaning as the term in 45 CFR § 160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity and includes without limitation "Electronic Protected Health Information." Business Associate acknowledges and agrees that all Protected Health Information that is created or received by Covered Entity and disclosed or made available in any form, including paper record, oral communication, audio recording, and electronic display by Covered Entity or its operating units to Business Associate or is created or received by Business Associate on Covered Entity's behalf shall be subject to this Agreement. (e) Required by Law. "Required by Law" shall have the same meaning as the term in 45 CFR § 164.103. IL OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE (a) Use and Disclosure. Business Associate agrees to fully comply with the requirements under the HIPPA Security and Privacy Rule applicable to Business Associates and not to use or disclose Protected Health Information other than as permitted or required by this Agreement, the Service Agreement or as Required by Law. To the extent Business Associate carries out obligations of Covered Entity under the HIPAA Security and Privacy Rule, Business Associate shall comply with the applicable provisions of the HIPAA Security and Privacy Rule as if such use or disclosure were made by Covered Entity. Business Associate agrees to comply with Covered Entity's policies regarding the minimum necessary use or disclosure of Protected Health Information. (b) Appropriate Safeguards. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of Protected Health Information other than as provided for by this Service Agreement(s), this Agreement or as Required by Law. This includes the implementation physical, technical and administrative safeguards to prevent use or disclosure of Protected Health Information other than as permitted in this Agreement or Required by Law and reasonably and appropriately protect the confidentiality, integrity, and availability of any Electronic Protected Health Information that it creates, receives, maintains, or transmits on behalf of Covered Entity as required by the HIPAA Security and Privacy Rule. The Business Associate shall maintain appropriate documentation of its compliance with the HIPPA Security and Privacy Rule, including, but not limited to, its policies, procedures, records of training and sanctions of members in its workforce. (c) Assurances. Business Associate agrees to provide Covered Entity with written assurances that any Protected Health Information placed on any type of mobile media, including, but by no means limited to, lap top computers, Ipads and mobile phones, is encrypted in accordance with guidance issued by the Secretary. (d) Agents and Subcontractors. Business Associate shall require any agents, including any subcontractors, to whom it provides Protected Health Information from Covered Entity that is created, received, maintained or transmitted on behalf of Business Associate to agree by written contract with Business Associate to the same (or greater) restrictions, conditions and requirements that apply to Business Associate with respect to such information, and to agree to implement reasonable and appropriate safeguards to protect any of such information that is Electronic Protected Health Information. 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. 2 May 2014 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 (e) Mitigation of Breach. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Agreement, as well as to provide complete cooperation to Covered Entity should Covered Entity elect to review or investigate such noncompliance or Security Incident. Business Associate shall cooperate in Covered Entity's breach analysis and/or risk assessment, if requested. Furthermore, Business Associate shall cooperate with Covered Entity in the event that Covered Entity determines that any third parties must be notified of a Breach, provided that Business Associate shall not provide any such notification except at the direction of Covered Entity. (f) Breach Reporting. Business Associate shall report in writing to Covered Entity's Privacy Officer (see Exhibit A), any use or disclosure of Protected Health Information that is not in compliance with the terms of this Agreement, as well as any Security Incident and any actual or suspected Breach, of which it becomes aware, without unreasonable delay, and in no event later than forty-eight (48) hours of such discovery. For purposes of this Agreement, "Security Incident" means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system. Such notification shall contain the elements required by 45 C.F.R. § 164.410. (g) Compliance. To the extent applicable, Business Associate will comply with (i) Covered Entity's Notice of Privacy Practices; (ii) any limitations to which Covered Entity has agreed in regard to an Individual's permission to use or disclose his or her Protected Health Information; and (iii) any restrictions to the use or disclosure of Protected Health Information to which Covered Entity has agreed or is required to agree. (h) Government Access. Business Associate will make its internal practices, books and records available to the Secretary of the Department of Health and Human Services for purposes of determining compliance with the terms of the HIPAA Security and Privacy Rule, and, at the request of the Secretary, will comply with any investigations and compliance reviews, permit access to information, and cooperate with any complaints, as Required by Law. Without unreasonable delay and, in any event, no more than 48 hours of receipt of the request or notification, Business Associate will notify Covered Entity in writing of any request by any governmental entity, or its designee, to review Business assessment of any kind. (i) Electronic Transactions. If Business Associate conducts any Standard Transactions for or on behalf of Covered Entity, Business Associate shall comply with the requirements under the Electronic Transaction Rule. 0) Audit. Business Associate shall permit Covered Entity, in its discretion, to conduct an audit of Business Associate's compliance with this Agreement, HIPAA, and HITECH. Such audit may consist of an onsite visit, a series of inquiries that require written responses, or both. Business Associate shall promptly and completely respond to Covered Entity's requests for information in support of the audit, which shall not be conducted more than once annually except in cases of an actual or reasonably suspected Security Incident or reasonably suspected noncompliance with this Agreement, HIPAA or HITECH. Each Party shall bear its own costs associated with the audit. (k) Identity Theft. Business Associate shall implement Identity Theft Monitoring Policies and Procedures to protect any patient information that may be breached by the Business Associate to the extent applicable under the Federal Trade Commission's Red Flag Rules. (1) HITECH Compliance. Business Associate shall: 3 May 2014 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 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(c)(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, 164.31.2,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. (d) Business Associate may provide data aggregation services relating to the health care operations of Covered Entity pursuant to any agreements between the Parties evidencing their business relationship as permitted by 45 CFR § 164.504(e)(2)(i)(B). 4 May 2014 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 (e) Other Uses Strictly Limited. Nothing in this Agreement shall permit the Business Associate to share Protected Health Information with Business Associate's affiliates or contractors except for the purposes of the Service Agreement(s) between the Covered Entity and Business Associate(s) identified in Section I (a) of this Agreement. (f) Covered Entity Authorization for Additional Uses. Any use of Protected Health Information by Business Associate, its affiliate or Contractor, other than those purposes of this Agreement, shall require express written authorization by the Covered Entity, and a Business Associate Agreement or amendment as necessary. Activities which are prohibited include, but are not limited to, Marketing, as defined by 45 CFR § 164.503 or the sharing for Commercial Use or any purpose construed by Covered Entity as Marketing or Commercial Use, even if such sharing would be permitted by federal or state laws. (g) Business Associate may de-identify Protected Health Information only at the specific direction of and only for the use of Covered Entity. Business Associate may not sell Protected Health Information except at the direction of Covered Entity and in compliance with the requirements of the HIPAA Security and Privacy Rule. IV. AVAILABILITY OF PHI (a) Access to Protected Health Information. Business Associate agrees, in the event the Business Associate maintains protected health information in a Designated Record Set,to make available, within ten (10) days of a request by Covered Entity in a time and manner designated by Covered Entity, Protected Health Information in a Designated Record Set, to Covered Entity or as directed by Covered Entity, to an individual in order to meet the requirements of 45 CFR § 164.524 of the HIPAA Security and Privacy Rule. (b) Amendments to Protected Health Information. In the event that the Business Associate maintains Protected Health Information in a Designated Record Set, Business Associate agrees to make any amendment(s) to Protected Health Information in a designated record set that the Covered Entity directs or agrees to pursuant to the HIPAA Security and Privacy Rule at the request of Covered Entity of an individual, within ten (10)days of receipt of a request from Covered Entity and in the time and manner designated by Covered Entity. (c) Accounting of Disclosures. Business Associate agrees to maintain and make available the information required to provide an accounting of disclosures, as required by 45 CFR § 164.528 of the HIPAA Security and Privacy Rule. Business Associate will comply with Covered Entity's policy regarding accounting of disclosures. (d) Document Disclosures. In the event an Individual makes a request under this Section of the Agreement directly to Business Associate, Business Associate will notify Covered Entity of such request within three (3) business days and shall cooperate with, and act only at the direction of Covered Entity in responding to such request. V. OBLIGATIONS OF COVERED ENTITY (a) Notice of Privacy Practices. Covered Entity shall provide Business Associate with the notice of privacy practice that Covered Entity produces in accordance with 45 CFR § 164.520, as well as any changes to that notice. (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 5 May 2014 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 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 P p 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. (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. 6 May 2014 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 Vlll. 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 ( ) g g 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. (c) 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 HIPSS Regulations. In addition, this Agreement may be amended or modified by the Parties only in writing. 7 may 2014 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 (h) Assignment. No Party may assign its respective rights and obligations under this Agreement without the prior written consent of the other Party. (i) Independent Contractor. None of the provisions of this Agreement are intended to create, nor will they be deemed to create any relationship between the Parties other than that of independent parties contracting with each other solely for the purposes of effecting the provisions of this Agreement and any other agreements between the Parties evidencing their business relationship. This Agreement will be governed by the laws of the State of North Carolina. No change, waiver or discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other occasion. 0) Regulatory References. A reference in this Agreement to a section in HIPAA, HITECH or the HIPAA Regulations means the section as it currently is in effect or as amended. (k) Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with the HIPAA Regulations. The parties agree that, in the event that any documentation of the arrangement pursuant to which Business Associate provides services to Covered Entity contains provisions relating to the use or disclosure of Protected Health Information that are more restrictive than the provisions of this Agreement, the more restrictive provisions will control. The provisions of this Agreement are intended to establish the minimum requirements regarding Business Associate's use and disclosure of Protected Health Information. (1) Severability. In the event any part or parts of this Agreement are held to be unenforceable, the remainder of this Agreement will continue in effect, In addition, in the event a party believes in good faith that any provision of this Agreement fails to comply with the then-current requirements of the HIPAA Security and Privacy Rule, such party shall notify the other party in writing. For a period of up to (30) thirty days, the parties shall address in good faith such concern and amend the terms of this Agreement, if necessary to bring it into compliance. If, after such thirty-day period, a party believes in good faith that the Agreement fails to comply with the HIPAA Security and. Privacy Rule g g PY Y Y 9 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 Paul Klever Nancy Coston Charles House 113 Mayo Street 109 Hillcrest Ave. PO Box 8181 Carrboro,NC 27510 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 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). 8 May 2014 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 (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 E T'"bT-'Y'-)gned by: BUSINESS AS CD49&,S'E V by: LP At, w vLt v L�N" St6vu By: GEM B i��E4B By'T, nAF1 F1 QBMIRdSS Title: Executive Director Title: Director 9 May 2014 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 EXHIBIT A COVERED ENTITY PRIVACY OFFICER CONTACT INFORMATION To report to Covered Entity any use or disclosure of Protected Health Information not in compliance with the terms of this Agreement that might be considered a privacy breach, Business Associate should contact the Privacy Officer at the applicable entity. To report to Covered Entity any Security Incident(as defined in the Agreement), Business Associate should contact Nancy Coston,Social Services Director,or the Security Officer at The Orange County Health Department. 10 May 2014 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 Contract#68-2009 Charles House Association ATTACHMENT J CERTIFICATION REGARDING TRANSPORTATION Orange County Department of Social Services By execution of this Agreement the Contractor certifies that it will provide safe client transportation by: 1. Insuring that all drivers (including employees, contractors, contractor's employees, and volunteers) shall be at least 18 years of age; 2. Insuring that all drivers (including employees, contractors, contractor's employees, and volunteers) shall be licensed p too operate the specific vehicle used in transporting clients in p accordance with Chapter 20-7 of the General Statutes of North Carolina and the Division of Motor Vehicle requirements; 3. Insuring that all vehicles transporting clients shall have at least the minimum level of liability insurance appropriate for the type of vehicle as defined by Article 7, Rule R2-36 of the North Carolina Utilities Commission; 4. Insuring that the contractor shall have written policies and procedures regarding how drivers handle and report client emergencies and/or vehicle crashes involving clients to contractor and how contractor notifies the Orange County Department of Social Services; S. Contractor will maintain records documenting the following(County may require contractor to provide): a.Valid current copies of Drivers License for all drivers; b.Current valid Vehicle Registration, for all vehicles transporting clients; c.Driving records for all drivers for the past three years and with annual updates; d.Criminal Background checks through North Carolina Law Enforcement or NCIC prior to employment and every three years thereafter; e.Alcohol and Drug Testing policy to meet the Federal Transit Authority guidelines. 6. Disclosing, at the outset of the contract, upon renewal and upon request, any criminal convictions or other reasons for disqualifications from participation in Medicare, Medicaid or Title XX pro dQuAiture on this form confirms this statement. �1t1tit Executive Director FF2,&LBaa5F�fi42B Signature Title Charles House Association 6/25/2015 Agency/Organization Date (Certification signature should be same as Contract signature.) Transportation Certification(05109) Page 1 of 1 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 Contract#68-2009 Charles House Association ATTACHMENT K 501(c)(3) and TAX EXEMPT STATUS Orange County Department of Social Services What is a Private Non Profit Agency? Answer: A private non profit is an organization that is incorporated under State law and whose purpose is not to make a profit, but rather to further a charitable, civic, religious, scientific, or other lawful purpose. The Secretary of State's office grants corporate status to organizations in North Carolina. What is a 501(c)(3) designation? Answer: When the agency becomes a state private non profit corporation, it can then apply for 501(c)(3) designation through the IRS. Once the IRS grants 501(c)(3) status,the organization is exempt from certain taxes and any donations to the charitable organization are tax deductible. Many individuals and organizations prefer to make donations to 501(c)(3) private non profits. Who can obtain a 501(c)(3) designation? Answer: Any organization or group can apply for 501(c)(3) status, provided their charter or mission focuses on the non profit's objective. Another option is to apply for a 509(a)(1) status which falls under the 501(c)(3)umbrella. Being a 509(a)(1) designates an organization as a tax-free public charity that receives most of its support from a governmental unit or from the general public. Becoming a 509(a)(1) provides public recognition of tax-exempt status, advance assurance to donors of deductibility of contributions, exemption from certain State and federal taxes, and non profit mailing privileges. Organizations that typically qualify are churches, educational institutions, hospitals, and governmental units. To learn more about non profits, visit www.irs. og_v, or call the tax-exempt helpline at 877-829- 4933. How does a Private Non Profit obtain Tax Exempt Status? A private non profit must apply to the IRS for tax exempt status. To qualify, applicants must complete and submit to the IRS Form 1023. Once federal tax exempt status is granted, the private non profit applies for State tax exempt status by completing Form CD-435 and submitting it to the N. C. Department of Revenue. Please attach proof of 501(c)(3) or IRS tax-exempt status to this page. DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 Internal Revenue Service Department of the Treasury District Director B t); 4 1 , F{11 1 112 ATLAN-f A, GA 1 Date: APR 1 Employer- )'der• tirication Number- : `onLact F•ers<!n, BARBARA HARK t S CHARLES HIDUSE ASSOCIATIi-red Contact Telephone Number - 709 WILLIAM STREET (444) 331 -7435 CHAPEL. HILL, NC 27514 r_rur- Letter Datpd: 10-Z6-94 Addendem App I i es : Yes Dear Applicant - This mud i f i es our letter of the abiz,ve date in wte i ch we stated that y-:-u Would be treated as are organization which is not o private foundation unt i t the expiration of your advance r I i erg F-er• i •:•d . -4Y--out-,exempt status under- section 501 {a) of the Internal Revenue Code as''ar organ.iaatiL�n described in section 5r71 (c ) (-*_:) is st € II ire effect . Fused rrt the inf ormat i ,sre you submitted , we have determined that y_,u are not a private foundation w i thin the meaning ,_if section 50';_1( a) of the Code. because yo-u are are nrganizatie_en :,f the type described in secti ,:in ( 13 and 17Cr( b ) { 1 ) (A) (vi ) . Granters and contributors rna.y rely on this deter-ue i nat i <n unless the Internal Revenue Service pub ! fishes notice to the cr,ntrary. However- , if you Iose your sec t;1on 50?Ca ) ( I ) status , a grantor- or contributor may not rely on this determination if he or she was in part responsible for , or was aware ref, the act or fai lure to act , or the substantial or material change an the part a the organization that resulted in your loss of such status , or if he or she acquired knowledge that the Internal Revenue Service had given notice that YOU would no longer be classified as a section 509( a) ( 1 ) argahization. If we have indicated in the heading of this letter that are addendum app I i es, the addendum enclosed is an integral part of this letter- Because this letter- could help resolve any questions about your private foundatii1n status , please keep it in your permanent records . Letter- lr 5()(Dr"r/CG) DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 Contract#68-2009 Charles House Association ATTACHMENT M STATE CERTIFICATION Contractor Certifications Required by North Carolina Law Orange County Department of Social Services Instructions The person who signs this document should read the text of the statutes fisted below and consult with counsel and other knowledgeable persons before signing. • The text of Article 2 of Chapter 64 of the North Carolina General Statutes can be found online at: llttp://www.ncg_aa.state.ne.us/EnactedLegislation/Statutes/PDF/ByArticle/Chapter_64iArticle 2.pdf • The text of G.S. 105-164.8(b) can be found online at: http://ww\v.ncp,a.state.nc.us/EnactedLe islation/Statutes/PDF/B Section/Cha ter 105/GS 105-164.8. df • The text of G.S. 143-48.5 (S.L. 2013-418, s. 2.(d))can be found online at: http://www.ncga.state.ne.us/Sessions/20.1_')/Bills/IJouse/PDF/H786v6.pdf • The text of G.S. 143-59.1 can be found online at: http://www.nega.state.ne.us/EnactedLegislation/Statutes/PDF/BySection/Chapter_143/GS_143-59.l.pdf • The text of G.S. 143-59.2 can be found online at: http:/1 www.nega.state.nc.us/EnactedLeg,islation/Statutes/PDF/ByScction/Chapter_143/GS_143-59.2.pdf • The text of G.S. 147-33.95(g) (S.L. 2013-418, s. 2. (e))can be found online at: http://www.ncga.state.nc.us/Sessions/2013/Bills/House/PDF/.H786v6.pdf Certifications (1) Pursuant to G.S. 143-48.5 and G.S. 147-33.95(8), the undersigned hereby certifies that the Contractor named below, and the Contractor's subcontractors, complies with the requirements of Article 2 of Chapter 64 of the NC General Statutes, including the requirement for each employer with more than 25 employees in North Carolina to verify the work authorization of its employees through the federal E-Verify system." E-Verify System Link: www.uscis.gov Local government is specifically exempt from Article 2 of Chapter 64 of the North Carolina General Statutes. However, local government is subject to and must comply with North Carolina General Statute §1.53A-99.1., which states in part as follows: Counties Must Use E-Verify. -Each county shall register and participate in E-Verify to verify the work authorization of new employees hired to work in the United States. (2) Pursuant to G.S. 143-59.1(b), the undersigned hereby certifies that the Contractor named below is not an "ineligible Contractor"as set forth in G.S. 143-59.1(a)because: (a) Neither the Contractor nor any of its affiliates has refused to collect the use tax levied under Article 5 of Chapter 105 of the General Statutes on its sales delivered to North Carolina when the sales met one or Contractor Certifications Required by North Carolina Law Page 1 of 2 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 Contract#68-2009 Charles House Association more of the conditions of G.S. 105-164.8(b); and (b) [check one of the following boxes] ❑ Neither the Contractor nor any of its affiliates has incorporated or reincorporated in a"tax haven country" as set forth in G.S. 143-59.1(c)(2)after December 31, 2001; or ❑ The Contractor or one of its affiliates has incorporated or reincorporated in a"tax haven country" as set forth in G.S. 143-59.1(c)(2) after December 31, 2001 but the United States is not the principal market for the public trading of the stock of the corporation incorporated in the tax haven country. (3) Pursuant to G.S. 143-59.2(b), the undersigned hereby certifies that none of the Contractor's officers, directors, or owners (if the Contractor is an unincorporated business entity) has been convicted of any violation of Chapter 78A of the General Statutes or the Securities Act of 1933 or the Securities Exchange Act of 1934 within 10 years immediately prior to the date of the bid solicitation. (4) The undersigned hereby certifies further that: representative of the Contractor named a He or she is a duly authorized ep below;, (b) He or she is authorized to make, and does hereby make, the foregoing certifications on behalf of the Contractor; and (c) He or she understands that any person who knowingly submits a false certification in response to the requirements of G.S. 143-59.1 and-59.2 shall be guilty of a Class I felony. �Cgharles House Association Contract r L U ed by: G_L,IM/� 6/25/2015 zarB�s Signature of ontractor s Authorized Agent Date Paul Executive Director Printed N a o actor 's Authorized Agent Title (" Program Administrator Signature of Witness Title chuck 6/30/2015 Printed Name of Witness Date The witness should be present when the Contractor's Authorized Agent signs this certification and should sign and date this document immediately thereafter. Contractor Certifications Required by North Carolina Law Page 2 of 2 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 Contract 968-2009 Charles House Association ATTACHMENT N OUTCOMES AND REPORTING Orange County Department of Social Services By signing and submitting this document, the Contractor certifies that it agrees to the following: 1. The Contractor agrees to participate in program, fiscal and administrative monitoring and/or audits, making records and staff time available to Federal, State and County staff. 2. The Contractor agrees to take necessary steps for corrective action, as negotiated within a corrective action plan, for any items found to be out of compliance with Federal, State, and County laws,regulations, standards and/or terms of the Contract. 3. The Contractor agrees that continuation of and/or renewal of this Contract is contingent on meeting the following requirements. The Contractor agrees to: A. Provide Adult Day Care Services, according to the North Carolina State Standards for Certification,to clients referred by the County. B. Comply with all State licensing standards, all applicable accrediting standards and any other standards or criteria established by the North Carolina Department of Health and Human Services to assure quality of services C. Maintain all financial and program records for a period of three years from the date of final payment under this agreement for inspection by the County,the Area Agency on Aging and the Comptroller General of the United States, or any of their duly authorized representatives. If any claim, litigation, negotiation, audit or other action involving the Contractor's records has been started before the expiration of the three-year period,the records must be retained until completion of the action and resolution of all issues that arise from it. D. Maintain appropriate program records, client case files which document the provision of the agreed upon service(s); and maintain a valid authorization for services for each client determined to be eligible by the County and authorized by the County for service(s)provided under this agreement. E. Furnish financial and program data as required to document the basis for the reimbursement rate and to document that applicable standards have been met. F. Be responsible for compliance with the audit requirements of the Department of Health and Human Services. a. An annual audit is to be performed in accordance with OMB Circular A-110 by an "independent auditor." "Independent auditor"means either: i. A state government auditor for the Department of Human Resources or the Department of Administration, Office of the State Auditor; or ii. A certified public accountant. b. Upon completion of the audit,a copy of the audit report must be forwarded to the County. G. Notify the County of participant absences of more than 5 days. H. Notify the County, in a timely manner, of significant changes in the clients' conditions or situations. Outcomes (06/04) Page i of 2 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 Contract#68-2009 oocu8igned by: Charles.House Association u�r Executive Director Signature Title Charles House Association 6/25/2015 Agency/Organization Date (Certification signature should be same as Contract signature.) Outcomes (06104) Page 2 of 2 DocuSign Envelope ID:27BE0809-07F1-4358-A397-1F35DD236252 �.� CHARL-1 OP ID: LR .a►coRa CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) �.� 06/25/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSUREII AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(€es) 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 NAME, _Michael W Riggsbee,Jr Carolina National Ins A ncyy PHONE FAX 1526 E.Franklin St.S 1D uite 2 JAJC,No�Ext):919-636-3252 LAIC, ,,:,919-890-0246 Chapel Hill,NC 27514 AE-MAIL luke cnia com Michael Rlggsbee,Jr. DDR enc Ess: ., 9 y INSURER(S)_AFFORDING COVERAGE NAIC# INSURER A:Philadelphia Insurance Company ;18058 INSURED Charles House Association INSURER B:iSurity Inc. 109 Hillcrest Avenue _� -- Carrboro,NC 27510 INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTIMTHSTANDING 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, EXCLUSIONSAND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. — — INSR TYPE OF INSURANCE _ POLICY NUMBER MM DICDPCfYY (MMIDDfYYYY LIMITS LTR GENERAL LIABILITY EACH OCCURRENCE S 1,000,00 A X COMMERCIAL GENERAL LIABILITY PHPK1008025 i 0511012014 0511012015 PREMISES(Ea cccurrencel 5 100,00 CLAIMS-MADE OCCUR VIED EXP(Any ore person) S 5,000 PERSONAL&ADV INJURY S 1,000,000 j GENERAL AGGREGATE $ 3,000,00 GEN'LAGGREGATELIMITAPPLIESPER: PRODUCTS_-_COMPIOPAGG $ 3,000,000 �� POLICY L PRO- �ZCT i� LOG S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 {Ea accident} $_ A ANY AUTO PHPK1008025 0511012014 05/10/2015 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED ] BODILY INJURY(Per accident) $ I� AUTOS -- NON OWNED ! PROPERTY DAMAGE �- - I HIRED AUTOS X AUTOS (PER ACCIDENT! $ UMBRELLA LIAB OCCUR - EACH OCCURRENCE__ $ II EXCESS LAB CLAIMS-MADE -AGGREGATE $ DEC RETENTION S $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY X TORY.LI MITS ER OFRCERIMEMBERIEXCLU OED?ECUTIVE NIA WC19056-2613 06/25/2014 06/25/2015 EL EACH ACCIDENT $ 500,00 YIN (Mandatory in NH) ❑ j E.L.DISEASE-EA EMPLOYEE $ 500,00 If yes,describe under D ESCRIPTION OF OPERATIONS below I E.L.DISEASE-POLICY LIMIT $ 500,00 A Professional Lia IPHPK1008025 05110/2014 051012015 Ea Inci 1,000,00 Aggregate 3,000,00 i DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES {Attach ACORD 101,Additional Remarks Schedule,if more apace is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN For Information Only ACCORDANCE WITH THE POLICY PROVISIONS. **** *** AUTHORIZED REPRESENTATIVE Michael Riggsbee,Jr. ©1988-2010 ACORD CORPORATION. All rights reserved. ACID RD 25(2010/05) The ACORD name and logo are registered marks of ACORD